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

                                    FORM 10-Q

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


                  For the quarterly period ended June 30, 2001

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

                         Commission File Number: 0-16014


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



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


          One North Main Street
             Coudersport, PA                         16915-1141
(Address of principal executive offices)             (Zip code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                  Yes   X                         No ______
                        --

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

At June 30, 2001, 153,898,704 shares of Class A Common Stock, par value $.01 per
share, and 19,235,998 shares of Class B Common Stock, par value $.01 per share,
of the registrant were outstanding.





<PAGE>



<TABLE>
<CAPTION>

                       ADELPHIA COMMUNICATIONS CORPORATION

                                TABLE OF CONTENTS


                                                                                                           Page Number

PART I - FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.  Financial Statements                                                                                  2

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
              of Operations                                                                                   13

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                           25

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                    26

Item 2.  Changes in Securities and Use of Proceeds                                                            27

Item 6.  Exhibits and Reports on Form 8-K                                                                     28

SIGNATURES                                                                                                    29
</TABLE>


SAFE HARBOR STATEMENT

        The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations, is forward-looking, such as information relating to
the effects of future regulation, future capital commitments and the effects of
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in the future
from those expressed in any forward-looking statements made by, or on behalf of,
Adelphia Communications Corporation and subsidiaries ("Adelphia" or the
"Company"). These "forward looking statements" can be identified by the use of
forward-looking terminology such as "believes", "expects," "may," "will,"
"should," "intends" or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. These risks and uncertainties include, but are not
limited to, uncertainties relating to general business and economic conditions,
acquisitions and divestitures, risks associated with the Company's growth and
financings, the availability and cost of capital, government and regulatory
policies, the pricing and availability of equipment, materials, inventories and
programming, product acceptance, the Company's ability to execute on its various
business plans and to construct, expand and upgrade its networks, risks
associated with reliance on the performance and financial condition of vendors
and customers, technological developments, and changes in the competitive
environment in which the Company operates. Persons reading this Form 10-Q are
cautioned that forward-looking statements herein are only predictions, that no
assurance can be given that the future results will be achieved, and that actual
events or results may differ materially as a result of the risks and
uncertainties facing the Company. For further information regarding those risks
and uncertainties and their potential impact on the Company, see the prospectus
filed under Registration Statement No. 333-64224, under the caption "Risk
Factors."


<PAGE>


                                           PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Item 1.  Financial Statements

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

                                                                                      December 31,         June 30,
                                                                                          2000               2001
                                                                                    ----------------    ---------------
ASSETS

<S>                                                                                 <C>                 <C>
Property, plant and equipment - net                                                 $    6,124,820      $   7,345,842
Intangible assets - net                                                                 14,091,402         15,279,168
Cash and cash equivalents                                                                  124,634            100,809
Restricted cash                                                                             54,178             28,443
Investments                                                                                246,974            162,698
Subscriber receivables - net                                                               248,582            296,824
Prepaid expenses and other assets - net                                                    605,819            707,584
Related party receivables - net                                                              3,071             17,911
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  23,939,279
                                                                                    ================    ===============

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

Subsidiary debt                                                                     $    9,179,773      $   8,545,665
Parent debt                                                                              3,423,640          5,861,966
Accounts payable                                                                           845,486            628,580
Subscriber advance payments and deposits                                                    58,222             65,760
Accrued interest and other liabilities                                                     706,217            699,695
Deferred income taxes                                                                    2,074,038          2,053,135
                                                                                    ----------------    ---------------
          Total liabilities                                                             16,287,376         17,854,801
                                                                                    ----------------    ---------------

Minority interests                                                                         616,223            669,651
                                                                                    ----------------    ---------------

Adelphia Business Solutions redeemable exchangeable preferred stock                        297,067            316,945
                                                                                    ----------------    ---------------

13% Series B cumulative redeemable exchangeable preferred stock                            148,535            148,622
                                                                                    ----------------    ---------------

Commitments and contingencies (Note 10)

Convertible preferred stock, common stock and other stockholders' equity:
8 1/8% Series C convertible preferred stock                                                     --                 --
5 1/2% Series D convertible preferred stock ($575,000 liquidation preference)                   29                 29
Class A common stock, $.01 par value, 1,200,000,000 shares authorized,
  133,788,334 and 154,990,228 shares issued, respectively                                    1,338              1,551
Class B common stock, $.01 par value, 300,000,000 shares authorized,
  19,235,998 shares issued and outstanding                                                     192                192
Additional paid-in capital                                                               6,839,686          7,714,842
Accumulated other comprehensive loss                                                       (16,362)            (7,644)
Accumulated deficit                                                                     (2,525,203)        (2,610,309)
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                                                         4,150,279          4,949,260
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  23,939,279
                                                                                    ================    ===============




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


<PAGE>


<TABLE>
<CAPTION>


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

                                                                  Three Months Ended               Six Months Ended
                                                                       June 30,                        June 30,
                                                            ------------------------------- -------------------------------
                                                                  2000            2001            2000            2001
                                                            --------------- --------------- --------------- ---------------


<S>                                                          <C>             <C>            <C>             <C>
Revenues                                                     $    704,125    $    893,318   $   1,376,844   $   1,731,501

Operating expenses:
  Direct operating and programming                                260,371         345,953         501,367         668,628
  Selling, general and administrative                             171,698         205,172         342,304         405,771
  Depreciation and amortization                                   210,374         311,665         410,900         576,807
  Restructuring charges                                                --              --              --           4,979
  Merger and integration costs                                         --             313              --           1,243
                                                            --------------- --------------- --------------- ---------------
          Total                                                   642,443         863,103       1,254,571       1,657,428
                                                            --------------- --------------- --------------- ---------------

Operating income                                                   61,682          30,215         122,273          74,073
                                                            --------------- --------------- --------------- ---------------

Other income (expense):
  Interest expense - net                                         (206,978)       (274,963)       (405,370)       (566,591)
  Equity in (loss) income of joint ventures                        (4,151)            258          (7,565)         (5,341)
  Minority interest in net losses of subsidiaries                  34,045          11,695          52,956          28,540
  Adelphia Business Solutions preferred stock dividends            (8,909)        (10,094)        (17,545)        (19,878)
  Other-than-temporary impairment of investments                       --        (104,525)             --        (104,525)
  Gain on cable systems swap                                       37,552              --          37,552         519,244
  Other                                                               (96)         (6,812)           (187)        (14,417)
                                                            --------------- --------------- --------------- ---------------

          Total                                                  (148,537)       (384,441)       (340,159)       (162,968)
                                                            --------------- --------------- --------------- ---------------

Loss before income taxes and extraordinary loss                   (86,855)       (354,226)       (217,886)        (88,895)
Income tax benefit                                                 15,899         116,209          45,388          10,132
                                                            --------------- --------------- --------------- ---------------

Loss before extraordinary loss                                    (70,956)       (238,017)       (172,498)        (78,763)
Extraordinary loss on early retirement of debt                         --              --              --            (876)
Cumulative effect of accounting change (net of
  income tax benefit of $5,243)                                        --              --              --          (8,448)
                                                            --------------- --------------- --------------- ---------------

Net loss                                                          (70,956)       (238,017)       (172,498)        (88,087)
Dividend requirements applicable to preferred stock               (14,406)        (12,781)        (28,812)        (25,562)
                                                            --------------- --------------- --------------- ---------------

Net loss applicable to common stockholders                        (85,362)       (250,798)       (201,310)       (113,649)

Other comprehensive (loss) income - unrealized gain (loss)
  on available-for-sale securities (net of income tax
  benefit (expense) of $12,100, $289, $16,079 and ($24)           (22,476)            672         (27,575)          8,718
                                                            --------------- --------------- --------------- ---------------

Comprehensive loss                                           $   (107,838)   $   (250,126)   $   (228,885)  $    (104,931)
                                                            =============== =============== =============== ===============

Basic and diluted net loss per weighted average share of
  common stock before extraordinary loss and cumulative
  effect of accounting change                                $      (0.66)   $      (1.45)   $      (1.57)  $       (0.61)
Basic and diluted extraordinary loss on early retirement of
  debt per weighted average share of common stock                      --              --              --           (0.01)
Basic and diluted cumulative effect of accounting change
  per weighted average share of common stock                           --              --              --           (0.05)
                                                            --------------- --------------- --------------- ---------------
Basic and diluted net loss per weighted average share
  of common stock                                            $      (0.66)   $      (1.45)   $      (1.57)  $       (0.67)
                                                            =============== =============== =============== ===============

 Basic and diluted weighted average shares of common  stock
  stock outstanding (in thousands)                                128,747         172,930         128,040         169,441
                                                            =============== =============== =============== ===============





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


<PAGE>


<TABLE>
<CAPTION>

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

                                                                                             Six Months Ended
                                                                                                 June 30,
                                                                                    -----------------------------------
                                                                                          2000                2001
                                                                                    ----------------    ---------------

Cash flows from operating activities:
<S>                                                                                 <C>                 <C>
  Net loss                                                                          $     (172,498)     $     (88,087)
    Adjustments to reconcile net loss to net cash used for operating activities:
        Depreciation and amortization                                                      410,900            576,807
        Noncash interest expense                                                            69,379             67,325
        Noncash restructuring charges                                                           --              4,979
        Noncash dividends                                                                   17,545             19,878
        Equity in loss of joint ventures                                                     7,565              5,341
        Gain on cable systems swap                                                         (37,552)          (519,244)
        Minority interest in losses of subsidiaries                                        (52,956)           (28,540)
        Extraordinary loss on early retirement of debt                                          --                876
        Loss on investments                                                                     --              8,721
        Cumulative effect of accounting change                                                  --              8,448
        Other-than-temporary impairment of investments                                          --            104,525
        Decrease in deferred income taxes                                                  (50,648)           (10,384)
        Changes in operating assets and liabilities, net of effect
          of acquisitions and cable systems swap:
           Subscriber receivables                                                          (37,836)           (46,430)
           Prepaid expenses and other                                                      (97,491)           (92,751)
           Accounts payable                                                                (99,082)          (242,298)
           Subscriber advance payments and deposits                                         10,889             10,706
           Accrued interest and other                                                       (9,120)            (4,730)
                                                                                    ----------------    ---------------
Net cash used for operating activities                                                     (40,905)          (224,858)
                                                                                    ----------------    ---------------

Cash flows from investing activities:
  Acquisitions                                                                             (20,172)          (891,524)
  Expenditures for property, plant and equipment                                          (743,406)        (1,322,134)
  Adelphia Business Solutions' investments in joint ventures and other                      (7,125)                --
  Investments in other joint ventures                                                      (20,408)           (17,774)
  Sale of U.S. government securities - pledged                                              15,312                 --
  Change in restricted cash                                                                (75,785)            25,735
  Amounts advanced to related parties                                                      (89,146)           (14,611)
  Other                                                                                      2,158             (1,066)
                                                                                    ----------------    ---------------
Net cash used for investing activities                                                    (938,572)        (2,221,374)
                                                                                    ----------------    ---------------

Cash flows from financing activities:
  Proceeds from debt                                                                     2,089,695          7,164,840
  Repayments of debt                                                                    (1,498,105)        (5,435,578)
  Costs associated with financings                                                         (15,206)           (69,585)
  Net proceeds from issuance of Class A common stock                                            --            788,292
  Net proceeds from issuance of Class B common stock                                       374,739                 --
  Preferred stock dividends paid                                                           (19,281)           (25,562)
                                                                                    ----------------    ---------------
Net cash provided by financing activities                                                  931,842          2,422,407
                                                                                    ----------------    ---------------

Decrease in cash and cash equivalents                                                      (47,635)           (23,825)

Cash and cash equivalents, beginning of period                                             186,874            124,634
                                                                                    ----------------    ---------------

Cash and cash equivalents, end of period                                            $      139,239      $     100,809
                                                                                    ================    ===============


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


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollars in thousands, except per share amounts)


1.  Company and Basis of Presentation

        Adelphia Communications Corporation and subsidiaries ("Adelphia" or the
"Company") is a leader in the telecommunications industry with cable television
and local telephone operations. Adelphia's operations consist of providing
telecommunications services primarily over networks, which are commonly referred
to as broadband networks because they can transmit large quantities of voice,
video and data by way of digital or analog signals.

        Effective January 1, 2001, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
These standards require the Company to recognize all derivatives as either
assets or liabilities at fair value in its balance sheet. The accounting for
changes in the fair value of a derivative depends on the use of the derivative.
To the extent that a derivative is effective as a hedge of a future exposure to
changes in value, the fair value of the derivative is deferred in other
comprehensive income. Any portion considered to be ineffective is reported in
the statement of operations immediately.

        Adoption of these new standards on January 1, 2001 resulted in an
increase to assets and liabilities of approximately $500 and $300, respectively,
and a transition loss of approximately $8,448 included in net loss (net of tax)
and an increase of approximately $8,300 included in other comprehensive income
(net of tax).

        The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. Such principles are
applied on a basis consistent with those reflected in the December 31, 2000
Annual Report on Form 10-K of the Company filed with the Securities and Exchange
Commission. The condensed consolidated financial statements contained herein
should be read in conjunction with the consolidated financial statements and
related notes contained in the December 31, 2000 Annual Report on Form 10-K. In
the opinion of management, the unaudited condensed consolidated financial
statements contained herein include all adjustments (consisting of only
recurring adjustments) necessary for a fair presentation of the results of
operations for the interim periods presented. These interim results of
operations are not necessarily indicative of results for future periods.

        Certain reclassifications have been made to prior period balances to
conform to the current period's presentation.

2.       Significant Events and Items Subsequent to December 31, 2000

        On January 1, 2001, the Company closed the previously announced cable
systems exchange with Comcast Corporation ("Comcast"). As a result of this
transaction, Adelphia added approximately 443,000 basic subscribers in Los
Angeles, California and West Palm/Fort Pierce, Florida. In exchange, Comcast
received systems serving approximately 469,000 basic subscribers in suburban
Philadelphia, Pennsylvania, Ocean County, New Jersey, Ft. Myers, Florida,
Michigan, New Mexico and Indiana. The cable systems exchange has been recorded
at fair value and purchase accounting has been applied as of the date of the
transaction. This transaction resulted in a gain of $519,244 and an increase to

<PAGE>

property, plant and equipment and intangibles of $41,751 and $474,282,
respectively. The Company has made a preliminary allocation of the purchase
accounting that is subject to final allocation.

        On January 3, 2001, certain subsidiaries of Adelphia closed on a short
term secured revolving credit facility. The facility is scheduled to expire
November 30, 2001 and provided for initial lending commitments of $1,300,000,
subject to reductions over time and upon the occurrence of certain events,
including certain debt financings and asset sales. During April 2001, the
commitment under this facility was reduced to $900,000. Subject to compliance
with the terms of this credit facility, proceeds are available for general
corporate purposes. Approximately $360,000 of the facility was used to
permanently repay a subsidiary credit facility.

        On January 17, 2001, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland 2000, L.P. agreed to purchase 5,819,367 shares of Adelphia Class B
common stock. The January 2001 Rigas Common Stock Direct Placement will be at a
per share price equal to $42.96, plus an interest factor. Closing on the January
2001 Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.

        On January 17, 2001, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
2000, L.P. agreed to purchase $167,400 aggregate principal amount of 6%
convertible subordinated notes due 2006. Proceeds from the January 2001 Rigas
Notes Direct Placement will be approximately $162,800, plus an interest factor.
The economic terms of these notes will be substantially similar to the terms of
the notes that were sold in the January 23, 2001 convertible notes offering
described below, except that these convertible notes are convertible into shares
of Adelphia Class B common stock. Closing on the January 2001 Rigas Notes Direct
Placement will occur by October 22, 2001, and is subject to customary closing
conditions.

        On January 23, 2001, and in a related transaction on February 22, 2001,
Adelphia sold 18,350,000 shares of its Class A common stock. Net proceeds of
this offering, after deducting offering expenses, were approximately $788,000.
Adelphia used the proceeds from the offering to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes.

        On January 23, 2001, and in a related transaction on February 2, 2001,
Adelphia completed an offering of $862,500 of 6% Convertible Subordinated Notes
due 2006. Net proceeds from this offering, after deducting offering expenses,
were approximately $838,000. Adelphia used the proceeds from the offering to
repay subsidiary bank debt, which may be reborrowed and used for general
corporate purposes.

        During March 2001, the Company completed acquisitions of cable
television systems, including GS Communications, Inc., for approximately
$800,000 consisting of approximately $705,000 in cash and 2,394,778 shares of
Adelphia Class A common stock. At the date of acquisition these cable television
systems served approximately 155,000 basic subscribers. The acquisitions were
accounted for under the purchase method of accounting. Accordingly, the
financial results of the acquired systems have been included in the consolidated
results of operations from the date acquired.

<PAGE>


        On April 19, 2001, the Company entered into a note purchase agreement
("April 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an entity
controlled by members of the family of John Rigas under which Highland 2000,
L.P. agreed to purchase $400,000 aggregate principal amount of 3.25% convertible
subordinated notes due 2021. Proceeds from the April 2001 Rigas Notes Direct
Placement will be approximately $390,000, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the April 25, 2001 convertible notes offering described below,
except that these convertible notes are convertible into shares of Adelphia
Class B common stock. Closing on the April 2001 Rigas Notes Direct Placement
will occur by January 21, 2002, and is subject to customary closing conditions.

        On April 25, 2001, and in a related transaction on May 11, 2001,
Adelphia completed an offering of $575,000 of 3.25% Convertible Subordinated
Notes due 2021. Net proceeds from this offering, after deducting offering
expenses, were approximately $563,000. Adelphia used the proceeds from the
offering to repay subsidiary bank debt, a portion of which may be reborrowed and
used for general corporate purposes.

        During April 2001, the Company executed an agreement regarding the
acquisition of cable television systems from AT&T Corp. which are expected to
add approximately 115,000 basic subscribers to the PONY cluster for an estimated
purchase price, after closing adjustments, of approximately $300,000 consisting
of approximately $73,000 in shares of Adelphia Class A common stock and the
remainder in cash. This transaction is subject to customary closing conditions,
including the receipt of necessary governmental approvals and other consents,
and is expected to close in the third quarter of 2001.

        On June 12, 2001, Adelphia completed an offering of $1,000,000 of 10
1/4% Senior Notes due 2011. Net proceeds from this offering, after deducting
offering expenses, were approximately $980,000. Adelphia used the proceeds from
the offering to repay subsidiary bank debt, a portion of which may be reborrowed
and used for general corporate purposes.

        In addition to the acquisitions mentioned above, the Company completed
several other acquisitions of cable television systems during the six months
ended June 30, 2001 for approximately $229,000 consisting of approximately
$184,000 in cash and 453,636 shares of Adelphia Class A common stock. At the
date of acquisition, these cable television systems served approximately 77,000
basic subscribers, primarily in California, Georgia, Kentucky, Pennsylvania and
Virginia. The acquisitions were accounted for under the purchase method of
accounting. Accordingly, the financial results of the acquired systems have been
included in the consolidated results of operations from the date acquired.

        The following unaudited financial information assumes that the
acquisitions of Prestige and Cablevision described in Note 1 in the Company's
Annual Report on Form 10-K had occurred on January 1, 2000.
<TABLE>
<CAPTION>

                                                                            Three Months        Six Months
                                                                               Ended              Ended
                                                                              June 30,           June 30,
                                                                                2000               2000
                                                                        ------------------ ------------------
<S>                                                                     <C>                <C>
              Revenues                                                  $        762,709   $      1,491,697
              Loss before extraordinary loss                                     109,963            251,554
              Net loss                                                           124,369            280,366
              Basic and diluted net loss per weighted average
                  share of common stock                                             0.89               2.02

</TABLE>
<PAGE>

3.       Debt

        Debt is summarized as follows:
<TABLE>
<CAPTION>

        Subsidiary Debt:
                                                                                December 31,       June 30,
                                                                                   2000              2001
                                                                              ----------------- ----------------
<S>                                                                           <C>               <C>
          Notes to banks and institutions                                       $   5,708,529    $   5,022,460
          13% Senior Discount Notes of Adelphia Business
            Solutions due 2003                                                        291,891          303,840
          12 1/4% Senior Secured Notes of Adelphia Business
            Solutions due 2004                                                        250,000          250,000
          12% Senior Subordinated Notes of Adelphia Business
            Solutions due 2007                                                        300,000          300,000
          10 5/8% Senior Notes of Olympus due 2006                                    203,020          202,761
          11% Senior Subordinated Notes of FrontierVision Due 2006                    210,706          209,788
          11 7/8% Senior Discount Notes Series A of
            FrontierVision due 2007                                                   228,519          240,614
          11 7/8% Senior Discount Notes Series B of
            FrontierVision due 2007                                                    84,820           88,295
          9 3/4% Senior Notes of Arahova due 2002                                     201,005          200,579
          Zero Coupon Senior Discount Notes of Arahova due 2003                       354,392          373,043
          9 1/2% Senior Notes of Arahova due 2005                                     250,950          250,830
          8 7/8% Senior Notes of Arahova due 2007                                     243,805          244,327
          8 3/4% Senior Notes of Arahova due 2007                                     217,440          218,016
          8 3/8% Senior Notes of Arahova due 2007                                      94,930           95,302
          8 3/8% Senior Notes of Arahova due 2017                                      94,420           94,588
          Senior Discount Notes of Arahova due 2008                                   296,436          312,978
          Other subsidiary debt                                                       148,910          138,244
                                                                               ---------------- ----------------

              Total subsidiary debt                                             $   9,179,773    $   8,545,665
                                                                               ================ ================
</TABLE>


        The following information updates to June 30, 2001 certain disclosures
included in Note 4 to Adelphia's consolidated financial statements contained in
the Annual Report on Form 10-K for the year ended December 31, 2000.

<TABLE>
<S>                                                                                                <C>
             Weighted average interest rate payable by subsidiaries
                under credit agreements with banks and institutions                                      6.08%

             Percentage of total indebtedness that bears interest at fixed rates
                for at least one year, after giving effect to certain
                interest rate swaps, caps and collars                                                   68.22%

</TABLE>

<PAGE>


        Parent Debt:
<TABLE>
<CAPTION>

                                                                                December 31,          June 30,
                                                                                    2000                2001
                                                                             -----------------   -----------------

<S>                                                                          <C>                 <C>
             9 1/4% Senior Notes due 2002                                    $       325,000     $       325,000
             8 1/8% Senior Notes due 2003                                            149,575             149,652
            10 1/2% Senior Notes due 2004                                            150,000             150,000
             7 1/2% Senior Notes due 2004                                            100,000             100,000
             9 7/8% Senior Notes due 2007                                            348,033             348,155
             8 3/8% Senior Notes due 2008                                            299,326             299,362
             7 3/4% Senior Notes due 2009                                            300,000             300,000
             7 7/8% Senior Notes due 2009                                            350,000             350,000
             9 3/8% Senior Notes due 2009                                            496,451             496,650
            10 7/8% Senior Notes due 2010                                            744,464             744,748
            10 1/4% Senior Notes due 2011                                                 --           1,000,000
             6 % Convertible Subordinated Notes due 2006                                  --             862,500
             3 1/4% Convertible Subordinated Notes due 2021                               --             575,000
             9 7/8% Senior Debentures due 2005                                       128,944             129,052
             9 1/2% Pay-In-Kind Notes due 2004                                        31,847              31,847
                                                                             -----------------   -----------------
                     Total parent debt                                       $     3,423,640     $     5,861,966
                                                                             =================   =================
</TABLE>

4.  Investments
<TABLE>
<CAPTION>
      Adelphia's nonconsolidated investments are as follows:
                                                                                December 31,        June 30,
                                                                                    2000              2001
                                                                             ----------------- ------------------
      Investments accounted for using the equity method:
      --------------------------------------------------
      Gross investment:
<S>                                                                          <C>               <C>
        Adelphia Business Solutions' joint ventures                                   64,300             64,300
        Mobile communications                                                         23,391             30,247
        Media ventures                                                                16,508                 --
        Other                                                                          2,920              2,920
                                                                             ----------------- ------------------
           Total                                                                     107,119             97,467
                                                                             ----------------- ------------------

      Investments accounted for using the cost method:
      ------------------------------------------------
      Convertible preferred stock                                                     94,780             23,597
      Interactive Ventures                                                            41,946             45,946
      Other                                                                           19,865             24,025
                                                                             ----------------- ------------------
           Total                                                                     156,591             93,568
                                                                             ----------------- ------------------

      Investments accounted for as available-for-sale securities:
      -----------------------------------------------------------
      Common stock and common stock warrants                                          36,602             15,270
                                                                             ----------------- ------------------

      Total investments before cumulative equity in net losses                       300,312            206,305
      Cumulative equity in net losses                                                (53,338)           (43,607)
                                                                             ----------------- ------------------
      Total investments                                                       $      246,974   $        162,698
                                                                             ================= ==================
</TABLE>

Certain investments in stock purchase warrants are considered derivatives (see
Note 12).

<PAGE>

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

5.  Related Party Receivables - Net

        Related party receivables - net represent advances to managed entities,
John J. Rigas and certain members of his immediate family (collectively, the
"Rigas Family"), including entities they own or control (the "Managed
Entities"). No related party advances are collateralized.

6.  Net Loss Per Weighted Average Share of Common Stock

        Basic net loss per weighted average share of common stock is computed
based on the weighted average number of common shares outstanding after giving
effect to dividend requirements on the Company's preferred stock. Diluted net
loss per common share is equal to basic net loss per common share because the
Company's convertible preferred stock and outstanding stock options had an
antidilutive effect for the periods presented; however, the convertible
preferred stock and outstanding stock options could have a potentially dilutive
effect on earnings per share in future periods.

7.  Supplemental Financial Information

        Cash payments for interest were $337,197 and $494,735 for the six months
ended June 30, 2000 and 2001, respectively. Accumulated depreciation of
property, plant and equipment amounted to $1,575,941 and $1,680,223 at December
31, 2000 and June 30, 2001, respectively. Accumulated amortization of intangible
assets amounted to $911,679 and $1,073,213 at December 31, 2000 and June 30,
2001, respectively. Interest expense - net includes interest income of $5,845
and $4,257 for the three months ended June 30, 2000 and 2001 and $10,792 and
$7,752 for the six months ended June 30, 2000 and 2001, respectively.

8.  Income Taxes

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

9.  Restructuring Charges

        During December 2000, Adelphia Business Solutions, Inc. ("Adelphia
Business Solutions"), a majority owned subsidary of Adelphia, initiated a plan
to reduce its network expansion plan from its former target of 175 to 200
markets nationwide by the end of 2001 to a new target of approximately 80
markets, thereby canceling plans to enter or continue operations in
approximately 120 markets. In January 2001, Adelphia Business Solutions reduced
its national staff by approximately 8% as a result of Adelphia Business
Solutions' revised business plan. Most of the affected employees were located in
markets in which Adelphia Business Solutions has stopped expansion. For the year
ended December 31, 2000, Adelphia Business Solutions recorded a charge of
approximately $5,420 to cover a portion of the costs associated with this
revised business plan. During the quarter ended March 31, 2001, Adelphia
Business Solutions recorded a charge of approximately $4,979 to cover additional
costs associated with this revised business plan and paid $3,522 associated with
this charge and the previously recorded charges, resulting in a remaining
liability of $6,877 at March 31, 2001. During the quarter ended June 30, 2001,
Adelphia Business Solutions paid an additional $2,823 associated with the
restructuring charge resulting in a remaining liability of $4,054 at June 30,
2001.

<PAGE>

10.  Commitments and Contingencies

        Reference is made to Note 2 and to Management's Discussion and Analysis
of Financial Condition and Results of Operations and Legal Proceedings for a
discussion of material commitments and contingencies.

11.  Recent Accounting Pronouncements:

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

         SFAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Impairment would be examined more frequently if certain indicators
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over their useful lives. SFAS No. 142 applies to goodwill and
intangible assets acquired after June 30, 2001. Goodwill and intangible assets
existing prior to July 1, 2001 will be affected when the Company adopts the
statement. SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. The Company is evaluating the impact of the adoption of these
standards and has not yet determined the effect of adoption on its financial
position and results of operations.

12. Derivative Financial Instruments

        The Company is exposed to certain risks arising from transactions that
are entered into in the normal course of business. The Company may enter into
derivative financial instrument transactions in order to manage or reduce these
risks. The Company's policies do not permit active trading of, or speculation
in, derivative financial instruments.

        The Company manages its interest rate risk through the use of interest
rate protection instruments such as swaps, caps and collars. The use of such
interest rate protection instruments (as required by several of the Company's
borrowing agreements) is intended to minimize the volatility of cash flows
caused by interest rate fluctuations. These contracts are not designated as
hedging instruments under the provisions of SFAS No. 133. Therefore, the change
in the fair value of these instruments is recorded in "Other" in the condensed
statement of operations. Such amount was not material for the quarter ended June
30, 2001. As of January 1, 2001 and June 30, 2001, the fair value of interest
rate swaps, caps and collars was not material.

        The Company also has several investments in stock purchase warrants
which can be net share settled and are considered to be derivatives under the
provisions of SFAS No. 133. The Company has received such stock purchase
warrants from vendors and other strategic parties in connection with various
agreements. The change in the fair value of these instruments is recorded in
"Other" in the condensed statement of operations. On January 1, 2001 a
transition adjustment loss of $8,300 (net of tax) related to these stock
purchase warrants was recorded in conjunction with the adoption of this
standard. During the six months ended June 30, 2001, a period loss of $15,000
was recorded in "Other" in the statement of operations. At January 1, 2001 and
June 30, 2001, the aggregate fair value of stock purchase warrants considered to
be derivatives was $22,200 and $6,000, respectively

<PAGE>

13.  Business Segment Information

        Refer to Part I, Item 2, Business Segment Information, of this Quarterly
Report on Form 10-Q for information regarding business segments as of December
31, 2000 and June 30, 2001 and for the three and six months ended June 30, 2000
and 2001.

<PAGE>



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

See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.

    Results of Operations

        Adelphia Communications Corporation and its subsidiaries ("Adelphia" or
the "Company") operate primarily in two lines of business within the
telecommunications industry: cable television and related investments
("Adelphia, excluding Adelphia Business Solutions" or "Cable and Other Segment")
and competitive local exchange carrier ("CLEC") telephony ("Adelphia Business
Solutions" or "CLEC Segment"). The balance sheet data as of December 31, 2000
and June 30, 2001, and the other data for the three and six months ended June
30, 2000 and 2001, of Adelphia Business Solutions presented below have been
derived from the consolidated financial statements of Adelphia Business
Solutions not included herein.

        A majority owned subsidiary of the Company, Adelphia Business Solutions,
together with its subsidiaries, owns CLEC networks and investments in CLEC joint
ventures and manages those networks and joint ventures. Adelphia Business
Solutions is an unrestricted subsidiary for purposes of the Company's
indentures. For further information regarding Adelphia Business Solutions, which
also files reports pursuant to the Securities Exchange Act of 1934, see Adelphia
Business Solutions' Form 10-Q for the quarterly period ended June 30, 2001.

Business Segment Information

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

Balance Sheet Data                                                     December 31,        June 30,
                                                                           2000              2001
                                                                     ----------------- ------------------
Adelphia Consolidated
<S>                                                                   <C>               <C>
  Total assets                                                        $   21,499,480    $    23,939,279
  Total debt                                                              12,603,413         14,407,631
  Cash and cash equivalents                                                  124,634            100,809
   Restricted cash                                                            54,178             28,443
  Investments (a)                                                            300,312            206,305
  Redeemable preferred stock                                                 445,602            465,567
  Convertible preferred stock (liquidation preference)                       575,000            575,000

Adelphia Business Solutions
  Total assets                                                        $    1,889,466    $     2,077,621
  Total debt                                                               1,390,456          1,346,751
  Cash and cash equivalents                                                    3,543              2,153
  Restricted cash                                                             54,178             28,443
  Investments (a)                                                             66,800             66,800
  Redeemable preferred stock                                                 297,067            316,945

Adelphia, excluding Adelphia Business Solutions
  Total assets                                                        $   19,610,014    $    21,861,658
  Total debt                                                              11,212,957         13,060,880
  Cash and cash equivalents                                                  121,091             98,656
  Investments (a)                                                            233,512            139,505
  Redeemable preferred stock                                                 148,535            148,622
  Convertible preferred stock (liquidation preference)                       575,000            575,000
</TABLE>


<PAGE>


<TABLE>
<CAPTION>



Other Data:                                                  Three Months Ended            Six Months Ended
                                                                  June 30,                     June 30,
                                                          -------------------------- -----------------------------
                                                               2000         2001          2000           2001
                                                          ------------- ------------ -------------- --------------

Adelphia Consolidated
<S>                                                        <C>          <C>           <C>           <C>
  Revenues                                                 $  704,125   $  893,318    $ 1,376,844   $  1,731,501
  Operating expenses (b)                                      431,374      551,125        841,758      1,074,399
  Depreciation and amortization expense                       210,374      311,665        410,900        576,807
  Operating income                                             61,682       30,215        122,273         74,073
  Interest expense - net                                     (206,978)    (274,963)      (405,370)      (566,591)
  Preferred stock dividends                                   (23,315)     (22,875)       (46,357)       (45,440)
  Capital expenditures                                        359,024      638,613        743,406      1,322,134
  Cash paid for acquisitions                                   10,135       25,973         20,172        891,524
  Cash used for investments                                    10,723       10,573         27,533         17,774

Adelphia Business Solutions
  Revenues                                                 $   80,214   $  116,941    $   149,515   $    227,284
  Operating expenses (b)                                      105,009      126,167        197,587        252,423
  Depreciation and amortization expense                        26,689       35,144         46,127         71,694
  Operating loss                                              (51,484)     (44,370)       (94,199)      (101,812)
  Interest expense - net (c)                                  (12,985)     (31,091)       (20,488)       (66,923)
  Preferred stock dividends                                    (8,909)     (10,094)       (17,545)       (19,878)
  Capital expenditures                                        121,129      120,501        288,838        256,793
  Cash paid for acquisitions                                       --           --             --             --
  Cash used for investments                                     5,750           --          7,125             --

Adelphia, excluding Adelphia Business Solutions
  Revenues                                                 $  623,911   $  776,377    $ 1,227,329   $  1,504,217
  Operating expenses (b)                                      326,365      424,958        644,171        821,976
  Depreciation and amortization expense                       183,685      276,521        364,773        505,113
  Operating income                                            113,166       74,585        216,472        175,885
  Interest expense - net (d)                                 (193,993)    (243,872)      (384,882)      (499,668)
  Preferred stock dividends                                   (14,406)     (12,781)       (28,812)       (25,562)
  Capital expenditures                                        237,895      518,112        454,568      1,065,341
  Cash paid for acquisitions                                   10,135       25,973         20,172        891,524
  Cash used for investments                                     4,973       10,573         20,408         17,774
<FN>


(a) Represents total investments before cumulative equity in net losses.
(b) Amounts exclude depreciation, amortization, restructuring charges and merger
and integration costs. (c) Amounts include interest income from Adelphia of
$1,259, $0, $6,282 and $0 for the respective periods. (d) Amounts include
interest expense to Adelphia Business Solutions of $1,259, $0, $6,282 and $0 for
the respective periods.
</FN>
</TABLE>



<PAGE>



Three and Six Months Ended June 30, 2001 Compared to the Three and Six Months
Ended June 30, 2000

        Adelphia earned substantially all of its revenues in the three and six
months ended June 30, 2000 and 2001 from monthly subscriber fees for basic,
satellite, digital, premium and ancillary services (such as installations and
equipment rentals), CLEC telecommunications services, local and national
advertising sales, high speed data services and pay-per-view programming.

        The changes in Adelphia's operating results for the three and six months
ended June 30, 2001 compared to the same period of the prior year, were
primarily the result of acquisitions, rate increases and expansion of existing
operations.

        The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, and the continued upgrade
and expansion of systems and interest costs associated with financing activities
will continue to have a negative impact on the reported results of operations.
Adelphia expects to report net losses for the next several years.

        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>


                                                                             June 30,                  Percent
                                                                 --------------------------------     Increase/
                                                                      2000              2001          Decrease
                                                                 --------------   ---------------  ----------------
       Homes Passed by Cable
<S>                                                                 <C>               <C>              <C>
       Company Owned Systems                                        7,827,395         9,273,241        18.5%
       Managed Systems                                                181,039           275,672        52.3%
                                                                 --------------   ---------------
       Total Systems                                                8,008,434         9,548,913        19.2%
                                                                 ==============   ===============

       Basic Subscribers
       Company Owned Systems                                        5,018,068         5,672,225        13.0%
       Managed Systems                                                134,121           191,615        42.9%
                                                                 --------------   ---------------
       Total Systems                                                5,152,189         5,863,840        13.8%
                                                                 ==============   ===============
</TABLE>


        The following table is derived from Adelphia's Condensed Consolidated
Statements of Operations that are included in this Form 10-Q and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.
<TABLE>
<CAPTION>

                                                           Three Months Ended         Six Months Ended
                                                                June 30,                  June 30,
                                                         -----------------------   ------------------------
                                                            2000         2001         2000          2001
                                                         ----------   ----------   ----------   -----------
<S>                                                        <C>          <C>          <C>          <C>
             Revenues                                     100.0%       100.0%       100.0%        100.0%

             Operating expenses:
               Direct operating and programming             37.0%       38.7%        36.4%        38.6%
               Selling, general and administrative          24.4%       23.0%        24.8%        23.4%
               Depreciation and amortization                29.9%       34.9%        29.8%        33.3%
               Restructuring charges                          --          --           --          0.3%
               Merger and integration costs                   --          --           --          0.1%
                                                         ----------   ----------   ----------   -----------

             Operating income                                8.7%       3.4%          9.0%         4.3%
                                                         ==========   ==========   ==========   ===========
</TABLE>

<PAGE>

Cable and Other Segment

    Revenues

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

<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           June 30,
                                                                                   -------------------------
                                                                                        2000         2001
                                                                                   ------------   ----------
<S>                                                                                <C>            <C>
             Cable service and equipment                                                 76%         72%
             Premium programming                                                         10%         10%
             Advertising sales and other services                                        14%         18%

</TABLE>

        Revenues increased approximately 24.4% and 22.6% for the three and six
months ended June 30, 2001, respectively, compared with the same periods of
2000. The increases are attributable to the following:
<TABLE>
<CAPTION>

                                                                        Three Months          Six Months
                                                                            Ended                Ended
                                                                          June 30,             June 30,
                                                                            2001                 2001
                                                                     ------------------   ------------------
<S>                                                                  <C>                 <C>
             Acquisitions                                                    58%                 57%
             Basic subscriber growth                                          1%                  1%
             Cable rate increases                                            11%                  9%
             Premium programming                                             (1%)                 2%
             Digital cable                                                   15%                 14%
             High speed data services                                         8%                  8%
             Advertising sales and other services                             8%                  9%
</TABLE>


        Revenues derived from other strategic service offerings such as long
distance services and paging also had a positive impact on revenues for the
three and six months ended June 30, 2001. The Company expects to continue to
implement rate increases related to certain cable services in substantially all
of the Company's systems during 2001.

    Direct Operating and Programming Expenses

        Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 29.9% and 28.2% to
$284,092 and $546,003 for the three and six months ended June 30, 2001,
respectively from $218,710 and $425,974 for the same periods of 2000.
Acquisitions and programming rate increases accounted for substantially all of
the increase for the three and six months ended June 30, 2001, partially offset
by operational efficiencies recognized in connection with acquisitions.

    Selling, General and Administrative Expenses

        These expenses, which are mainly comprised of costs related to system
offices, customer service representatives and sales and administrative
employees, increased 30.0% and 25.4% to $140,866 and $275,973 for the three and
six months ended June 30, 2001, respectively from $108,350 and $220,110 for the
same periods of 2000. Acquisitions, subscriber growth and new services accounted
for substantially all of the increase for the three and six months ended June
30, 2001.

<PAGE>

    Depreciation and Amortization

        Depreciation and amortization increased 50.5% and 38.5% to $276,521 and
$505,113 for the three and six months ended June 30, 2001, respectively, from
$183,685 and $364,773 for the same periods of 2000. Acquisitions and increased
capital expenditures accounted for substantially all of the increase for the
three and six months ended June 30, 2001.

    Interest Expense - Net

        Interest expense - net increased 25.7% and 29.8% to $243,872 and
$499,668 for the three and six months ended June 30, 2001 from $193,993 and
$384,882 for the same periods of 2000. Acquisitions accounted for 92.8% and
43.8% of the increase for the three and six months ended June 30, 2001,
respectively. The remaining increase was primarily due to an increase in average
debt outstanding partially offset by declines in variable interest rates.

    Other-Than-Temporary Impairment of Investments

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

    Gain on Cable Systems Swap

        On May 1, 2000, Adelphia swapped certain cable systems for certain cable
systems owned by AT&T. The result was a gain of $37,552 for the six months ended
June 30, 2000. On January 1, 2001, Adelphia swapped certain cable systems for
certain cable systems owned by Comcast. The result of this transaction was a
gain of $519,244 for the six months ended June 30, 2001.

CLEC Segment

    Revenues

        Revenues increased 45.8% and 52.0% to $116,941 and $227,284 for the
three and six months ended June 30, 2001, respectively, from $80,214 and
$149,515 for the same periods of 2000. The increases are attributable to the
following:
<TABLE>
<CAPTION>

                                                                                     Three Months            Six Months
                                                                                        Ended                  Ended
                                                                                       June 30,               June 30,
                                                                                         2001                   2001
                                                                                  ------------------     ------------------
<S>                                                                                <C>                    <C>
              Growth in Class of 1996 Markets                                      $        17,932        $        38,434
              Growth in Class of 1997/98 Markets                                             4,018                  7,284
              Growth in Class of 1999 Markets                                                9,134                 21,065
              Growth in Class of 2000 Markets                                                3,762                  6,148
              Acquisition of local partner interests                                         1,501                  3,113
              Management fees                                                                  380                  1,725

</TABLE>





<PAGE>



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

                                                                           Three Months                  Six Months
                                                                               Ended                        Ended
                                                                             June 30,                     June 30,
                                                                        2000          2001           2000           2001
                                                                    ------------ -------------  -------------  -------------
<S>                                                                  <C>         <C>            <C>            <C>
               Voice services                                             73.7%         68.3%          74.5%          68.4%
               Data and dedicated access services                         19.6%         22.5%          18.8%          21.7%
               Management fees                                             1.4%          1.3%           1.5%           1.7%
               Other                                                       5.3%          7.9%           5.2%           8.2%

</TABLE>

    Direct Operating and Programming Expenses

        Direct operating and programming expenses increased 48.5% and 62.6% to
$61,861 and $122,625 for the three and six months ended June 30, 2001,
respectively, from $41,661 and $75,393 for the same periods of 2000. The
increases are attributable to the following:
<TABLE>
<CAPTION>

                                                                                 Three Months         Six Months
                                                                                     Ended              Ended
                                                                                   June 30,            June 30,
                                                                                     2001                2001
                                                                              ------------------- ------------------
<S>                                                                             <C>                <C>
               Growth in original markets                                       $         4,596    $        12,849
               Acquisition of local partner interests                                       337                679
               Expansion markets                                                         15,405             33,229
               Network Operations Control Center ("NOCC")                                  (138)               475

</TABLE>

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

    Selling, General and Administrative Expenses

        Selling, general and administrative expenses increased 1.5% and 6.2% to
$64,306 and $129,798 for the three and six months ended June 30, 2001,
respectively, from $63,348 and $122,194 for the same periods of 2000, primarily
reflecting the growth in the expansion markets. The increases are attributable
to the following:
<TABLE>
<CAPTION>

                                                                 Three Months           Six Months
                                                                    Ended                  Ended
                                                                   June 30,              June 30,
                                                                     2001                  2001
                                                              ------------------    -------------------
<S>                                                        <C>                    <C>
               Growth in markets                           $               924    $             7,446
               Acquisition of local partner interests                      820                  1,287
               Sales and marketing activities                             (645)                (3,360)
               Corporate overhead charges                                 (199)                 2,310
               Non-cash stock compensation                                  58                    (79)
</TABLE>

<PAGE>

    Restructuring Charges

        Restructuring charges were $0 and $4,979 for the three and six months
ended June 30, 2001, respectively, as compared to zero for the same periods of
2000, primarily as a result of Adelphia Business Solutions' revised network
expansion plan.

    Depreciation and Amortization Expense

        Depreciation and amortization expense increased 31.7% and 55.4% to
$35,144 and $71,694 during the three and six months ended June 30, 2001,
respectively, from $26,689 and $46,127 for the same periods of 2000 primarily as
a result of increased depreciation resulting from the higher depreciable asset
base at the NOCC and the networks, amortization of deferred financing costs and
the acquisition of local partner interests.

    Interest Expense - Net

        Interest expense - net increased 139.4% and 226.6% to $31,091 and
$66,923 during the three and six months ended June 30, 2001, respectively, from
$12,985 and $20,488 for the same periods of 2000. The increase was primarily
attributable to an increase in the amount of interest expense incurred as a
result of outstanding borrowings on Adelphia Business Solutions' joint credit
facility with other subsidiaries of Adelphia.

    Equity in Net Loss of Joint Ventures

        Equity in net income of joint ventures for the three and six months
ended June 30, 2001 was $3,242 and $3,136 as compared to equity in net loss of
joint ventures of $346 and $451 for the same periods of 2000.

        The number of non-consolidated joint venture networks paying management
fees to Adelphia Business Solutions decreased from four at June 30, 2000 to
three at June 30, 2001 due to Adelphia Business Solutions' increased ownership
in the State College network. These networks paid management and monitoring fees
to Adelphia Business Solutions, which are included in revenues, aggregating
approximately $1,516 and $3,961 for the three and six months ended June 30,
2001, as compared with $1,136 and $2,236 for the same periods of 2000. The
non-consolidated networks had net losses of $553, for the three months ended
June 30, 2000 and net income of $6,483 for the three months ended June 30, 2001
and had net losses of $1,193 for the six months ended June 30, 2000 and net
income of $6,271 for the six months ended June 30, 2001.

    Preferred Stock Dividends

        Preferred stock dividends increased by 13.3% and 13.3% to $10,094 and
$19,878 for the three and six months ended June 30, 2001, respectively, from
$8,909 and $17,545 for the same periods of 2000. The increase was due to a
higher outstanding preferred stock base resulting from the payments of dividends
in additional shares of preferred stock.

Liquidity and Capital Resources

        Cable television and other telecommunications businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable and other
telecommunications systems. During the three and six months ended June 30, 2000
and 2001, the Company committed substantial capital resources for these
purposes. The Company's ability to generate cash to meet its future needs will
depend generally on its results of operations and the continued availability of
external financing.

<PAGE>

        For the six months ended June 30, 2000 and 2001, cash used for operating
activities totaled $40,905 and $224,858, respectively; cash used for investing
activities totaled $938,572 and $2,221,374, respectively; and cash provided by
financing activities totaled $931,842 and $2,422,407 respectively. See Note 2 to
the condensed consolidated financial statements, in Part I, Item 1, for a
summary of significant transactions affecting liquidity and capital resources
subsequent to December 31, 2000, which is incorporated by reference herein.

    Capital Expenditures

       Cable and Other Segment

        Capital expenditures for the six months ended June 30, 2000 and 2001
were $454,568 and $1,065,341, 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 from
July 1, 2001 through December 31, 2001 will be in a range of approximately
$750,000 to $950,000.

       CLEC Segment

        Capital expenditures for the six months ended June 30, 2000 and 2001
were $288,838 and $256,793, respectively. This decrease was primarily due to the
revised business plan announced during December 2000. Adelphia Business
Solutions estimates that, in addition to its existing sources, a total of
approximately $260,000 will be required to fund Adelphia Business Solutions
capital expenditures, working capital requirements, operating losses and pro
rata investments in joint ventures from July 1, 2001 through December 31, 2001.

       Acquisitions

        During March 2001 the Company completed acquisitions of cable television
systems, including GS Communications, Inc., for approximately $800,000
consisting of approximately $705,000 in cash and 2,394,778 shares of Adelphia
Class A common stock. At the date of acquisition these cable television systems
served approximately 155,000 basic subscribers. The acquisitions were accounted
for under the purchase method of accounting. Accordingly, the financial results
of the acquired systems have been included in the consolidated results of
operations from the date acquired.

        In addition to the acquisitions mentioned above, the Company completed
several other acquisitions during the six months ended June 30, 2001 of cable
television systems for approximately $229,000 consisting of approximately
$184,000 in cash and 453,636 shares of Adelphia Class A common stock. At the
date of acquisition, these cable television systems served approximately 77,000
basic subscribers, primarily in California, Georgia, Kentucky, Pennsylvania and
Virginia. The acquisitions were accounted for under the purchase method of
accounting. Accordingly, the financial results of the acquired systems have been
included in the consolidated results of operations from the date acquired.

       Financing Activities

        The Company's financing strategy generally has been to maintain its
public long-term debt at the parent holding company level while the Company's
consolidated subsidiaries have their own senior credit arrangements with banks,
or for Adelphia Business Solutions, its own public debt and equity. In addition,
Adelphia has four wholly owned subsidiaries with public long-term debt: Olympus,
Arahova, FrontierVision Holdings, L.P. and FrontierVision Operating Partners,
L.P. The Company's ability to generate cash adequate to meet its future needs
will depend generally on its results of operations and the continued
availability of external financing. During the three and six months ended June
30, 2000 and 2001, the Company generally funded its acquisitions, working
capital requirements, capital expenditures, and investments in CLEC joint

<PAGE>

ventures and other affiliates and entities through long-term borrowings
primarily from banks, short-term borrowings, internally generated funds and the
issuance of public debt or equity. The Company generally has funded the
principal and interest obligations on its long-term borrowings from banks and
institutions by refinancing the principal with new loans or through the issuance
of parent and subsidiary company debt securities, and by paying the interest out
of internally generated funds. Adelphia has generally funded the interest
obligations on its public borrowings from internally generated funds. Adelphia
has credit commitments from the managing agents for a new cable subsidiary
credit facility which is currently being marketed. The Company expects to use
this facility to refinance certain existing indebtedness, including the short
term secured revolving credit facility and also provide additional liquidity.
The Company expects this transaction to close during the September 30, 2001
quarter.

        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 June 30, 2001, the Company's total outstanding debt aggregated
$14,407,631, which included $5,861,966 of parent debt, $1,346,751 of Adelphia
Business Solutions debt, $202,761 of Olympus public debt, $538,697 of
FrontierVision public debt, $1,789,663 of Arahova public debt and $4,667,793 of
other subsidiary debt. The Company also had total redeemable preferred stock of
$465,567 outstanding as of June 30, 2001. As of June 30, 2001, Adelphia had an
aggregate of $1,176,809 in unused credit lines and cash and cash equivalents,
which includes $690,000 also available to affiliates, part of which is subject
to achieving certain levels of operating performance.

        On January 3, 2001, certain subsidiaries of Adelphia closed on a new
short term secured revolving credit facility. The facility is scheduled to
expire November 30, 2001 and provided for initial lending commitments of
$1,300,000, subject to reductions over time and upon the occurrence of certain
events, including debt financings and assets sales. During April 2001, the
commitment under this facility was reduced to $900,000. Subject to compliance
with the terms of this new credit facility, proceeds are available for general
corporate purposes. Approximately $360,000 of the facility was used to
permanently repay a subsidiary credit facility.

        On January 17, 2001, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland 2000, L.P. agreed to purchase 5,819,367 shares of Adelphia Class B
common stock. The January 2001 Rigas Common Stock Direct Placement will be at a
per share price equal to $42.96, plus an interest factor. Closing on the January
2001 Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.

        On January 17, 2001, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
agreed to purchase $167,400 aggregate principal amount of 6% convertible
subordinated notes due 2006. Proceeds from the January 2001 Rigas Notes Direct
Placement will be approximately $162,800, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the January 23, 2001 convertible notes offering described
below, except that these convertible notes are convertible into shares of
Adelphia Class B common stock. Closing on the January 2001 Rigas Notes Direct
Placement will occur by October 22, 2001, and is subject to customary closing
conditions.

<PAGE>

        On January 23, 2001, and in a related transaction on February 22, 2001,
Adelphia sold 18,350,000 shares of its Class A common stock. Net proceeds of
this offering, after deducting offering expenses, were approximately $788,000.
Adelphia used the proceeds from the offering to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes.

        On January 23, 2001, and in a related transaction on February 2, 2001,
Adelphia completed an offering of $862,500 of 6% Convertible Subordinated Notes
due 2006. Net proceeds from this offering, after deducting offering expenses,
were approximately $838,000. Adelphia used the proceeds from the offering to
repay subsidiary bank debt, which may be reborrowed and used for general
corporate purposes.

        On April 19, 2001, the Company entered into a note purchase agreement
("April 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an entity
controlled by members of the family of John Rigas under which Highland 2000,
L.P. agreed to purchase $400,000 aggregate principal amount of 3.25% convertible
subordinated notes due 2021. Proceeds from the April 2001 Rigas Notes Direct
Placement will be approximately $390,000, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the April 25, 2001 convertible notes offering described below,
except that these convertible notes are convertible into shares of Adelphia
Class B common stock. Closing on the April 2001 Rigas Notes Direct Placement
will occur by January 21, 2002, and is subject to customary closing conditions.

        On April 25, 2001, and in a related transaction on May 11, 2001,
Adelphia completed an offering of $575,000 of 3.25% Convertible Subordinated
Notes due 2021. Net proceeds from this offering, after deducting offering
expenses, were approximately $563,000. Adelphia used the proceeds from the
offering to repay subsidiary bank debt, a portion of which may be reborrowed and
used for general corporate purposes.

        On June 12, 2001, Adelphia completed an offering of $1,000,000 of 10
1/4% Senior Notes due 2011. Net proceeds from this offering, after deducting
offering expenses, were approximately $980,000. Adelphia used the proceeds from
the offering to repay subsidiary bank debt, a portion of which may be reborrowed
and used for general corporate purposes.

        In July 2001, the Company filed a registration statement which
subsequently became effective with the Securities and Exchange Commission to
offer from time to time, in one or more separate offerings, debt securities,
which may be senior or subordinated, shares of preferred stock, debt or equity
warrants; shares of Class A common stock; and shares of Class B common stock,
with an aggregate public offering price of up to $5,000,000 (or its equivalent
based on the exchange rate at the time of sale) in amounts, at prices and on
terms to be determined at the time of offering. No stock, debt or warrants have
been issued under this registration statement.

        The Company's weighted average interest rate on notes payable to banks
and institutions was approximately 8.37% at June 30, 2000 compared to 6.08% at
June 30, 2001. Approximately 68.22% of the Company's total indebtedness was at
fixed interest rates as of June 30, 2001, after giving effect to certain
interest rate swaps, caps and collars.



<PAGE>



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

<S>                                                                         <C>
                      Six months ending December 31, 2001                   $     1,071,850
                      Year ending December 31, 2002                                 908,494
                      Year ending December 31, 2003                               1,327,613
                      Year ending December 31, 2004                                 921,012
                      Year ending December 31, 2005                                 963,793

</TABLE>

       Resources

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

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

        Adelphia Business Solutions estimates that under its current business
plan a total of approximately $260,000 will be required, in addition to the cash
and cash equivalents on hand and remaining availability under its bank credit
facility as of June 30, 2001, to fund its capital expenditures, working capital
requirements, operating losses and pro rata investments in the joint ventures
from July 1, 2001 through December 31, 2001. To fund its projected short term
cash needs as well as future deficits through mid-2002, Adelphia Business
Solutions is exploring additional sources of liquidity including, but not
limited to, additional bank or institutional credit facilities and other
alternatives including possible asset sales.

        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.

<PAGE>

Regulatory and Competitive Matters

        The operations of the Company are affected by changes and developments
in governmental regulation, competitive forces and technology. The cable
television industry and the Company are subject to extensive regulation at the
federal, state and local levels.

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

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

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

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



<PAGE>



Item 3.  Quantitative and Qualitative Disclosures about Market Risk



        The Company uses fixed and variable rate debt to fund its working
capital requirements, capital expenditures and acquisitions. These debt
arrangements expose the Company to market risk related to changes in interest
rates. The Company enters into pay-fixed agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt to reduce the risk of
incurring higher interest costs due to rising interest rates. As of June 30,
2001, the Company had interest rate swap agreements covering notional principal
of $75,000 that expire through 2008 and that fix the interest rate at a weighted
average of 6.05%. The Company also enters into receive-fixed agreements to
effectively convert a portion of its fixed-rate debt to a variable-rate debt
which is indexed to LIBOR to reduce the risk of incurring higher interest costs
in periods of falling interest rates. As of June 30, 2001, the Company had
interest rate swap agreements covering notional principal of $35,000 and $45,000
that expire in 2002 and 2003, respectively, and that have a variable rate at an
average of 4.60% and 3.74%, respectively. The Company enters into interest rate
cap agreements to reduce the risk of incurring higher interest costs due to
rising interest rates. As of June 30, 2001, the Company had interest rate cap
agreements covering a notional amount of $400,000, which expire through 2002 and
cap rates at an average rate of 7.25%. As of June 30, 2001, the Company had an
interest rate collar agreement covering a notional amount of $100,000, expiring
in 2002. The interest rate collar agreement has average cap and floor rates of
6.30%. This agreement also has a maximum cap rate of 6.64% and a minimum floor
rate of 4.95%. The Company does not enter into any interest rate swap, cap or
collar agreements for trading purposes. The Company is exposed to market risk in
the event of non-performance by the banks. No such non-performance is expected.
The table below summarizes the fair values and contract terms of the Company's
financial instruments subject to interest rate risk as of June 30, 2001.

<TABLE>
<CAPTION>

                                                 Expected Maturity
                              --------------------------------------------------------                            Fair
                                  2001        2002       2003       2004       2005     Thereafter     Total      Value
                              ------------ --------- ---------- ---------- ----------- ------------ ---------- -----------
Debt and Redeemable
   Preferred Stock:

<S>                           <C>         <C>        <C>        <C>        <C>         <C>          <C>        <C>
Fixed Rate                    $    23,000 $  545,000 $  834,292 $  531,847 $  380,000  $ 7,488,090  $9,802,229 $9,159,986
   Average Interest Rate            9.30%      9.10%      9.22%      9.17%      9.07%        9.08%

Variable Rate                 $ 1,048,850    363,494    493,321    389,165    583,793    2,237,118   5,115,741  5,115,741
   Average Interest Rate            5.78%      6.89%      7.69%      7.95%      8.02%        7.90%

Interest Rate Swaps,
 Caps and Collars:

Variable to Fixed             $       --  $      --  $      --  $      --  $      --   $    75,000  $   75,000 $       (9)
Average Pay Rate                      --         --         --         --         --         6.05%
Average Receive Rate                  --         --         --         --         --         3.74%

Fixed to Variable             $       --  $   35,000 $   45,000 $      --  $      --   $       --   $   80,000 $    1,007
Average Pay Rate                      --       4.60%      3.74%        --         --           --
Average Receive Rate                  --       6.70%      5.90%        --         --           --

Interest Rate Caps            $       --  $  400,000 $      --  $      --  $      --   $       --   $  400,000 $        8
Average Cap Rate                      --       7.25%        --         --         --           --

Interest Rate Collars         $       --  $  100,000 $      --  $      --  $      --   $       --   $  100,000 $   (2,059)
Maximum Cap Rates                     --       6.64%        --         --         --           --
Average Cap and Floor Rate            --       6.30%        --         --         --           --
Minimum Floor Rate                    --       4.95%        --         --         --           --

</TABLE>

<PAGE>


        Interest rates on variable debt are estimated by using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at June 30, 2001, plus the borrowing
margin in effect at June 30, 2001. Average receive rates on the variable to
fixed swaps are estimated by us using the average implied forward LIBOR rates
for the year of maturity based on the yield curve in effect at June 30, 2001.

PART II - OTHER INFORMATION
---------------------------
Item 1.  Legal Proceedings

        On or about March 24, 2000, ML Media Partners, L.P. ("ML Media")
commenced an action by filing a Verified Complaint (the "Complaint") in the
Supreme Court of the State of New York, New York County, against Arahova
Communications, Inc. ("Arahova"), Century Communications Corp., a Texas
subsidiary of Arahova ("Century"), and Adelphia. In the nine count Complaint, ML
Media alleges that it entered into a joint venture agreement (the "Agreement")
with Century which, as subsequently modified, governed the ownership, operation
and disposition of cable television systems in Puerto Rico (the "Joint
Venture"). The Complaint alleges that Adelphia and its affiliates took over
Century's interest in the Joint Venture on or around October 1, 1999, and have,
according to the Complaint, breached their fiduciary obligations to the Joint
Venture and violated certain provisions of the Agreement. The Complaint further
alleges that ML Media gave Century notice that ML Media was exercising its
rights under the Agreement to require that Century elect to (A) purchase ML
Media's interest in the Joint Venture at an appraised fair value, or (B) seek to
sell the cable systems to one or more third parties. Century, according to the
Complaint, elected to pursue the sale of the cable systems and indicated that it
was evaluating whether it or an affiliate thereof would make an offer for the
cable systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, Justice Gammerman granted ML Media's motion for partial summary
judgment on the fourth cause of action and declared that neither Century nor any
of its affiliates may bid on or attempt to purchase the assets and business of
the Joint Venture. Justice Gammerman also dismissed the fourth count of the
counterclaim and required Century to proceed diligently with ML Media in
locating one or more third parties to complete the sale and prohibited any
defendant from interfering with the sale. On July 26, 2000, the Justice also
ordered that the sale may be a sale of either the assets of the Joint Venture or
the partnership interests in the Joint Venture. The Justice did not address
other issues concerning the motion for summary judgment and did not schedule a
full hearing on the merits. On August 7, 2000, Arahova and the other defendants
filed a notice of appeal with respect to the above described orders and judgment
of the Court. On January 23, 2001, the Appellate Division affirmed the decision
of Justice Gammerman. On February 26, 2001, the defendants filed with the
Appellate Division a Motion for Leave to Appeal to the Court of Appeals, which
was denied by the Appellate Division on or about April 17, 2001. The management
of Adelphia and Arahova intend to vigorously defend this action. Management
believes that this matter will not have a material adverse effect on the
Company.

        In November, 1999, Arahova, a subsidiary of Adelphia, was sued in a
class-action case, Galley vs. American Telephone & Telegraph Corp. et al., where
plaintiffs allege that by requiring customers to purchase the @Home service,
rather than offering the option of access alone, Arahova and the other defendant
MSOs are illegally "tying" Internet content to Internet access, thereby
allegedly violating both the federal antitrust laws and California unfair trade
practice statutes. The plaintiffs also allege that the defendants have entered
into an illegal conspiracy to require all MSOs providing, or desiring to
provide, the @Home service to enter into contracts precluding them from offering
any competing Internet service. The plaintiffs filed an amended complaint

<PAGE>

alleging that the violations are national in scope (rather than restricted to
California). In January 2001, the court denied plaintiffs' motion to certify a
nationwide class. The plaintiffs filed an appeal of such denial, which was
rejected by the Court of Appeals. The plaintiffs are permitted to amend their
complaint, but have not yet done so. Arahova intends to continue to vigorously
defend this action, though the outcome cannot be predicted at this time.

        Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Pennsylvania, Vermont and
Mississippi initiated during 1999. The suits all challenge the propriety of late
fees charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and damages under various causes
of action under state law. The Company is continuing to vigorously defend these
actions, though the outcome cannot be predicted at this time.

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

Item 2.  Changes in Securities and Use of Proceeds

        On May 10, 2001, the Company completed the acquisition of Buenavision
Telecommunications, Inc. in California. This system served approximately 14,000
basic subscribers at the date of acquisition. In connection with the
acquisition, Adelphia issued 453,636 shares of its Class A common stock to the
shareholders of the acquired company, in reliance on the exemption under Section
4(2) of the Securities Act, as amended and paid cash of approximately
$24 million.

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit No.                          Description

4.01         Fourth Supplemental Indenture dated as of June 12, 2001, regarding
             10 1/4% Senior Notes due June 15, 2011, to Indenture dated as of
             April 28, 1999 (incorporated herein by reference to Exhibit 4.01 to
             Form 8-K of the Registrant filed on June 14, 2001)

10.01        Underwriting Agreement dated June 7, 2001 regarding 10 1/4% Senior
             Notes due 2011 of Adelphia (incorporated herein by reference to
             Exhibit 10.01 to Form 8-K of the Registrant filed on June 14, 2001)

99.01        Risk Factors (incorporated herein by reference are the risk factors
             set forth on pages 3 through 11 of the Registrant's prospectus
             filed on July 20, 2001, at Registration Statement File No.
             333-64224).


         Form 8-K's were filed on April 25, 2001, May 4, 2001 and June 14, 2001,
which reported information under items 5, 7 and/or 9. No financial statements
were filed with such Form 8-K reports.






<PAGE>







                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         ADELPHIA COMMUNICATIONS CORPORATION
                                                    (Registrant)



Date:   August 14, 2001                By:   /s/ Timothy J. Rigas
                                           ---------------------------------
                                           Timothy J. Rigas
                                           Executive Vice President (authorized
                                           officer), Chief Financial Officer,
                                           Chief Accounting Officer and
                                           Treasurer




<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                          Description

4.01         Fourth Supplemental Indenture dated as of June 12, 2001, regarding
             10 1/4% Senior Notes due June 15, 2011, to Indenture dated as of
             April 28, 1999 (incorporated herein by reference to Exhibit 4.01 to
             Form 8-K of the Registrant filed on June 14, 2001)

10.01        Underwriting Agreement dated June 7, 2001 regarding 10 1/4% Senior
             Notes due 2011 of Adelphia (incorporated herein by reference to
             Exhibit 10.01 to Form 8-K of the Registrant filed on June 14, 2001)

99.01        Risk Factors (incorporated herein by reference are the risk factors
             set forth on pages 3 through 11 of the Registrant's prospectus
             filed on July 20, 2001, at Registration Statement File No.
             333-64224).