**EXHIBIT 2.03.13**

**AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT BETWEENADELPHIA COMMUNICATIONS CORPORATION ANDCOMCAST CORPORATION**

This Amendment No. 4, datedJuly 31, 2006 (this “Amendment”), amends the Asset Purchase Agreement, betweenAdelphia Communications Corporation (“Seller”) and Comcast Corporation (“Buyer”),dated as of April 20, 2005, as amended by Amendment No. 1, dated June 24, 2005 ,Amendment No. 2, dated June 21, 2006, Amendment No. 3, dated June 26, 2006 and asotherwise amended to date (as so amended, the “Comcast Purchase Agreement”).  Capitalized terms used but not otherwise definedherein shall have the respective meanings ascribed to them in the Comcast PurchaseAgreement.

WHEREAS, the parties heretodesire to amend the Comcast Purchase Agreement pursuant to Section 9.2 thereof toclarify certain provisions contained therein.

NOW, THEREFORE, in considerationof the foregoing, the parties hereto, intending to be legally bound, hereby agreeas follows:

# 1.             Exhibit B to Amendment No. 3,dated June 26, 2006, shall be amended by deleting in its entirety the entry for“Bedford, County of, VA”.

# 2.             Exhibit B to Amendment No. 3,dated June 26, 2006, shall be amended by changing the Transferred Joint VentureEntity Assignee designated to acquire the Transferred Assets and to assume the AssumedLiabilities Primarily Related to the geographic areas of (i) “Derry, Township of(Westmoreland Co. – Blairsville), PA” and (ii) “Ligonier, Township of, PA”, in eachcase, from “Parnassos, LP” to “Century-TCI California, LP”.

# 3.             The clause (iv) of definition of “Affiliate”in Section 1.1 of the Comcast Purchase Agreement shall be amended and restatedin its entirety to read as follows

“ (iv) each TransferredJoint Venture Entity shall be deemed to be an Affiliate of Seller (and not anAffiliate of Buyer) until the transfer of the JV Interests to Buyer at Closingis completed and an Affiliate of Buyer (and not an Affiliate of Seller) afterthe transfer of the JV Interests to Buyer at Closing is completed”.

# 4.             The definition of “LIBOR” inSection 1.1 of the Comcast Purchase Agreement shall be amended and restated inits entirety to read as follows:

““LIBOR” means 5.543%.”

# 5.             Section 3.9 of the Comcast PurchaseAgreement is hereby amended by inserting new subsection (j) as follows:

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“(j)    (a)  The U.S. federal income tax returns for the taxableyears ended December 31, 2005 for each of Century, Parnassos and Western, in theform provided to Buyer’s counsel on July 19, 2006, were filed with the IRS Centerlocated in Ogden, Utah on July 18, 2006, and each such U.S. federal income tax returnincluded a statement to the effect that such entity is making a Section 754 Electionand (b) prior to the Closing Date, Seller has received an electronic copy of an  opinion of Sullivan & Cromwell, LLP, datedJuly 19, 2006  (with the original forthcoming)and in the form provided to Buyer’s counsel on July 19, 2006, to the effect thateach such Section 754 Election was validly filed and effective for U.S. federalincome tax purposes as of the Closing Date.”

# 6.             Section 5.4(f) of the Comcast PurchaseAgreement shall be amended by deleting it in its entirety and replacing it as setforth below:

“(i)          Sellershall not take any action or permit any of its Affiliates (including a TransferredJoint Venture Parent) to take any action that would cause a Section 754 Electionof any Transferred Joint Venture Entity to become void or invalid.

(ii)           IfSeller or any of its Affiliates reports any Subsidiary of a Transferred Joint VentureParent as a partnership for U.S. federal income tax purposes, Seller agrees to usecommercially reasonable efforts to cause such Subsidiary to make a valid Section754 Election (or comparable election, if provided for under state or local law)for a taxable year ending on or prior to the Closing Date.

(iii)          Selleragrees to use commercially reasonable efforts to cause each Transferred Joint VentureEntity to make elections for state or local tax purposes that, if provided for understate or local law, are elections corresponding to a Section 754 Election, for ataxable year ending on or before the Closing.

(iv)          Sellerhereby agrees to use commercially reasonable efforts to file the U.S. federal incomeTax Returns of each of the Transferred Joint Venture Entities for the period thatends on the Closing Date no later than March 31, 2007.

(v)           Sellerhereby agrees that when Seller files the U.S. federal income Tax Returns of theTransferred Joint Venture Entities for the period that ends on the Closing Date,Seller will include, on a protective basis, the statement described in TreasuryRegulations Section 1.754-1(b) under which the Transferred Joint Venture Entitiesmake Section 754 Elections.

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(vi)          If,by March 31, 2007, Seller has not completed the filings described in the precedingtwo paragraphs with respect to the income Tax Returns of the Transferred Joint VentureEntities, notwithstanding Section 5.4(b)(i), Buyer shall then control the returnpreparation and filing process with respect to any such income tax returns of theTransferred Joint Venture Entities for the period that ends on the Closing Date(including with respect to any tax elections or corrective action provided underapplicable Treasury Regulations related thereto) and Seller shall reasonably cooperatewith any reasonable requests for assistance in that regard provided that any outof pocket costs incurred by Seller in respect of such assistance that are more thande minimis shall be promptly, but in no event more than 5 Business Days followingSeller notifying Buyer of such costs, reimbursed by Buyer.”

# 7.             The proviso to Section 2.7 of the Comcast Purchase Agreementshall be amended by deleting the phrase “33% of the Escrow Amount deposited at theClosing” and substituting in its place the phrase “33% of the sum of (X) the EscrowAmount deposited at the Closing *plus*(Y)any deposit in the Escrow Account pursuant to Section 2.8(f) *plus*(Z)**interest on the cash portion of such amounts at LIBOR calculated on anactual over 365-day basis from the date of such deposits”.

# 8.             Section 7.2(c) of the Comcast Purchase Agreement shall beamended by inserting the phrase “(excluding any Escrow Earnings (as defined in theEscrow Agreement))” immediately after the phrase “and with respect to each SpecifiedBusiness, only up to an aggregate amount”.

# 9.             The word “material” shall bedeleted from the proviso to the first sentence in Section 7.4(a) of the ComcastPurchase Agreement.

# 10.           Section 6.2(j) of the Comcast PurchaseAgreement is deleted in its entirety and replaced with the following:

“(j)          Intentionally Omitted.”

# 11.           Sections 2.8(f) and 7.5 of the ComcastPurchase Agreement shall be amended by replacing each occurrence of the phrase “a365-day basis” with the phrase “an actual over 365-day basis”.

# 12.           The words “that are designed by” in Section9.3(b) of the Comcast Purchase Agreement shall be replaced with the words “thatare designated by”.

# 13.           The words “the final proviso to” in Section9.3(c)(i) of the Comcast Purchase Agreement shall be replaced with the words “thepenultimate proviso to”.

# 14.           The words “Class A membership interest”,solely in respect of the disclosure relating to Adlink Cable Advertising, LLC inSchedules 1.1(s)(ii) and 3.2(g) of the Seller Disclosure Schedule, shallbe deemed to be replaced, as of the date of the

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Comcast Purchase Agreement,with the words “Class A membership interest held by Century-TCI California Communications,L.P.”

# 15.           Schedules 2.4(j) and 3.2(h)  the Seller Disclosure Schedule shall be amendedby inserting the following disclosure, which shall be deemed to have been includedin the Seller Disclosure Schedule (in the case of Schedule 2.4(j) as item27 and in the case of Schedule 3.2(h) as item 23) as of the date of the ComcastPurchase Agreement:

|  | Adlink Cable Advertising, LLC | Class A membership interests held by ACC Operations,  Inc. and Desert Hot Springs Cablevision, Inc. |
|--|-------------------------------|-----------------------------------------------------------------------------------------------------|

# 16.           Schedule2.4(j) of the Seller Disclosure Letter shall be amended by

## (a)           renumberingitem 4 as item 4(a), and

## (b)           insertingthe disclosure “All performance bonds, surety bonds, letters of credit and similarinstruments of Seller or any of its Affiliates” as a new item 4(b), which shallbe deemed to have been included in the Seller Disclosure Schedule as of the dateof the Comcast Purchase Agreement.

# 17.           Except as specifically amended by thisAmendment, the Comcast Purchase Agreement shall remain in full force and effectand is hereby ratified and confirmed.  ThisAmendment shall be construed as one with the Comcast Purchase Agreement, and theComcast Purchase Agreement shall, where the context requires, be read and construedso as to incorporate this Amendment.

# 18.           This Amendment shall be governed by andconstrued in accordance with the Comcast Purchase Agreement.

# 19.           This Amendment may be executed in oneor more counterparts, each of which shall be deemed an original, and all of whichshall constitute one and the same Amendment.

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IN WITNESS WHEREOF, the partieshave executed or caused this Amendment to be executed as of the date first writtenabove.
|                              | **ADELPHIA  COMMUNICATIONS   CORPORATION**    |
|------------------------------|-----------------------------------------------|
| ** **                   | ** **                                    |
| ** **                   | ** **                                    |
| ** **                   | By:                                           | /s/ Vanessa  Wittman | ** ** |
|                         |                                          | Name: | Vanessa Wittman |
|                         |                                          | Title: | Executive Vice President and  Chief Financial Officer |
|                         |                                          |   |
| ** **                   | ** **                                    |
| ** **                   | **COMCAST CORPORATION**                       |
| ** **                   | ** **                                    |
| ** **                   | ** **                                    |
| ** **                   | By:                                           | /s/ Robert S.  Pick | ** ** |
|                         |                                          | Name:   Robert  S. Pick |
|                         |                                          | Title: Senior Vice  President |
|                         |                                          |
|                         |                                          |
| Acknowledged and Approved:   |                                          |
|                         |                                          |
| **TIME WARNER NY CABLE LLC** | ** **                                    |
| ** **                   | ** **                                    |
| ** **                   | ** **                                    |
| By:                          | /s/ David E. O’Hayre                |   |   |
|                         | Name:    David E. O’Hayre |   |
|                         | Title: Executive Vice President, Investments  |   |
|                              |                                               |  |  |  |  |  |  |

 

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