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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1999

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

                         Commission File Number: 0-16014


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



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


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


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

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

                 Yes   X                              No ______

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

At November 12, 1999, 113,021,937 shares of Class A common stock, par value $.01
per share, and 10,834,476 shares of Class B common stock, par value $.01 per
share, of the registrant were outstanding.


<PAGE>



<TABLE>
<CAPTION>




              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                                      INDEX




                                                                                                           Page Number
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<S>                                                                                                        <C>
       Condensed Consolidated Balance Sheets - December 31, 1998 and
        September 30, 1999.............................................................................            3
       Condensed Consolidated Statements of Operations - Three and Nine Months Ended
        September 30, 1998 and 1999....................................................................            4

       Condensed Consolidated Statements of Cash Flows - Nine Months Ended
        September 30, 1998 and 1999....................................................................            5

       Notes to Condensed Consolidated Financial Statements............................................            6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
              of Operations............................................................................            14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk....................................            26

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................................            28

Item 2.  Changes in Securities and Use of Proceeds.....................................................            28

Item 3.  Defaults Upon Senior Securities..............................................................             28

Item 4.  Submission of Matters to a Vote of Security Holders..........................................             29

Item 5.  Other Information............................................................................             30

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


SIGNATURES.............................................................................................            32


</TABLE>



<PAGE>



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

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

                                                                                     December 31,   September 30,
                                                                                         1998          1999
                                                                                     ------------   -----------
ASSETS:
<S>                                                                                  <C>            <C>
Property, plant and equipment - net                                                  $ 1,207,655    $ 1,721,975
Intangible assets - net                                                                1,029,159      1,153,708
Cash and cash equivalents                                                                398,644        893,191
U.S. government securities - pledged                                                      58,054         29,451
Investments                                                                              196,893        143,644
Subscriber receivables - net                                                              53,911         97,254
Prepaid expenses and other assets - net                                                  114,625        264,067
Investment in and amounts due from Olympus                                               191,408        541,461
Related party receivables - net                                                           44,108         96,611
                                                                                     -----------    -----------
          Total                                                                      $ 3,294,457    $ 4,941,362
                                                                                     ===========    ===========

LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER  STOCKHOLDERS' EQUITY (DEFICIENCY):
Subsidiary debt                                                                      $ 1,717,240    $ 1,561,838
Parent debt                                                                            1,810,212      2,406,342
Accounts payable                                                                          96,985         96,240
Subscriber advance payments and deposits                                                  19,377         20,133
Accrued interest and other liabilities                                                   137,131        136,925
Deferred income taxes                                                                    109,609        102,946
                                                                                     -----------    -----------
          Total liabilities                                                            3,890,554      4,324,424
                                                                                     -----------    -----------

Minority interests                                                                        48,784          4,133
                                                                                     -----------    -----------

Adelphia Business Solutions Redeemable Exchangeable Preferred Stock                      228,674        252,261
                                                                                     -----------    -----------

13% Series B Cumulative Redeemable Exchangeable Preferred Stock                          148,191        148,320
                                                                                     -----------    -----------

Commitments and contingencies (Note 8)

Convertible preferred stock, common stock and other stockholders' equity
  (deficiency):
8 1/8% Series C convertible preferred stock ($100,000 liquidation preference)                  1              1
5 1/2% Series D convertible preferred stock ($575,000 liquidation preference)                 --             29
Class A common stock, $.01 par value, 200,000,000 shares authorized,
  31,258,843 and 51,416,867 shares issued, respectively                                      313            514
Class B common stock, $.01 par value, 25,000,000 shares authorized,
  10,834,476 shares issued and outstanding                                                   108            108
Additional paid-in capital                                                               738,102      2,302,444
Accumulated deficit                                                                   (1,760,270)    (1,883,560)
Class A common stock held in escrow                                                           --        (58,099)
Treasury stock, at cost, 0 and 1,091,524 shares of Class A common stock and
  0 and 20,000 shares of 8 1/8% Series C convertible preferred stock, respectively            --       (149,213)
                                                                                     -----------    -----------
   Convertible preferred stock, common stock and
     other stockholders'  equity (deficiency)                                         (1,021,746)       212,224
                                                                                     ===========    ===========
          Total                                                                      $ 3,294,457    $ 4,941,362
                                                                                     ===========    ===========

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


<PAGE>




<TABLE>
<CAPTION>

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

                                                                   Three Months Ended        Nine Months Ended
                                                                      September 30,             September 30,
                                                              -----------------------------------------------------
                                                                    1998         1999         1998        1999
                                                              -----------------------------------------------------

<S>                                                              <C>          <C>          <C>          <C>
Revenues                                                         $ 169,387    $ 240,320    $ 452,680    $ 672,814

Operating expenses:
  Direct operating and programming                                  56,595       79,623      150,697      219,553
  Selling, general and administrative                               33,043       75,303       87,800      186,030
  Depreciation and amortization                                     46,083       65,639      125,113      186,190
                                                                 ---------    ---------    ---------    ---------
          Total                                                    135,721      220,565      363,610      591,773
                                                                 ---------    ---------    ---------    ---------


Operating income                                                    33,666       19,755       89,070       81,041
                                                                 ---------    ---------    ---------    ---------

Other income (expense):
  Priority investment income from Olympus                           12,000       12,000       36,000       36,000
  Other income                                                         113         --          1,113         --
  Interest expense - net                                           (63,317)     (59,976)    (185,828)    (191,759)
  Equity in loss of Olympus and other joint ventures               (14,803)     (22,305)     (49,158)     (60,240)
  Equity in loss of Adelphia Business Solutions joint ventures      (2,614)        (246)      (9,487)      (7,340)
  Minority interest in net losses of subsidiaries                    8,543       12,755       14,003       38,815
  Adelphia Business Solutions preferred stock dividends             (7,166)      (8,108)     (20,806)     (23,587)
  Gain on sale of investment                                          --           --          1,520        2,354
                                                                 ---------    ---------    ---------    ---------

          Total                                                    (67,244)     (65,880)    (212,643)    (205,757)
                                                                 ---------    ---------    ---------    ---------

Loss before income taxes and extraordinary loss                    (33,578)     (46,125)    (123,573)    (124,716)
Income tax (expense) benefit                                          (852)       3,580       10,927        7,626
                                                                 ---------    ---------    ---------    ---------

Loss before extraordinary loss                                     (34,430)     (42,545)    (112,646)    (117,090)
Extraordinary loss on early retirement of debt                      (1,733)        --         (4,337)     (10,027)
                                                                 ---------    ---------    ---------    ---------

Net loss                                                           (36,163)     (42,545)    (116,983)    (127,117)
Dividend requirements applicable to preferred stock                 (6,906)     (14,332)     (20,664)     (27,332)
                                                                 ---------    ---------    ---------    ---------

Net loss applicable to common stockholders                       $ (43,069)   $ (56,877)   $(137,647)   $(154,449)
                                                                 =========    =========    =========    =========

Basic and diluted net loss per weighted average share of
  common stock before extraordinary loss                         $   (1.16)   $   (0.95)   $   (4.12)   $   (2.56)
Basic and diluted extraordinary loss on early retirement of
debt per
  debt per weighted average share of common stock                    (0.05)        --          (0.13)       (0.18)
                                                                 ---------    ---------    ---------    ---------
Basic and diluted net loss per weighted average share
  of common stock                                                $   (1.21)   $   (0.95)   $   (4.25)   $   (2.74)
                                                                 =========    =========    =========    =========

Weighted average shares of common  stock
  outstanding (in thousands)                                        35,533       60,163       32,418       56,329
                                                                 =========    =========    =========    =========




                                See notes to condensed consolidated financial statements.

</TABLE>



<PAGE>


<TABLE>
<CAPTION>

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

                                                                          Nine Months Ended September 30,
                                                                          -----------------------------
                                                                               1998           1999
                                                                           ------------   ------------
Cash flows from operating activities:
<S>                                                                        <C>            <C>
  Net loss                                                                 $  (116,983)   $  (127,117)
    Adjustments to reconcile net loss to net cash provided by operating
      activities:
        Depreciation and amortization                                          125,113        186,190
        Noncash interest expense                                                23,252         24,898
        Noncash dividends                                                       20,806         23,587
        Equity in loss of Olympus and other joint ventures                      49,158         60,240
        Equity in loss of Adelphia Business Solutions joint ventures             9,487          7,340
        Gain on sale of investments                                             (1,520)        (2,354)
        Minority interest in losses of subsidiaries                            (14,003)       (38,815)
        Extraordinary loss on early retirement of debt                           4,337         10,027
        Decrease in deferred income taxes, net of effect of acquisitions       (11,003)        (6,895)
        Changes in operating assets and liabilities, net of effect of
          acquisitions:
           Subscriber receivables                                              (11,902)       (38,365)
           Prepaid expenses and other assets                                   (22,617)       (74,758)
           Accounts payable                                                     32,525         (2,814)
           Subscriber advance payments and deposits                              1,062            756
           Accrued interest and other liabilities                              (16,503)         5,279
                                                                           -----------    -----------
Net cash provided by operating activities                                       71,209         27,199
                                                                           -----------    -----------

Cash flows used for investing activities:
  Acquisitions                                                                (462,180)      (189,788)
  Expenditures for property, plant and equipment                              (244,878)      (404,009)
  Investments in Adelphia Business Solutions joint ventures                    (31,657)       (27,421)
  Investments in other joint ventures                                          (17,992)       (14,602)
  Purchase of minority interest                                                (15,580)          --
  Sale of U.S. government securities - pledged                                  30,965         30,626
  Amounts invested in and advanced to
    Olympus and related parties                                               (101,616)      (459,816)
  Other                                                                          3,065        (22,100)
                                                                           -----------    -----------
Net cash used for investing activities                                        (839,873)    (1,087,110)
                                                                           -----------    -----------

Cash flows provided by financing activities:
  Proceeds from debt                                                           495,494      1,224,625
  Repayments of debt                                                          (362,990)      (874,966)
  Costs associated with financings                                              (4,002)       (20,416)
  Premium paid on early retirement of debt                                      (3,634)        (7,413)
  Net proceeds from issuance of convertible preferred stock                         --        557,649
  Net proceeds from issuance of Class A common stock                           267,767        856,559
  Net proceeds from issuance of Adelphia Business Solutions
     Class A common stock                                                      191,682             --
  Payments to acquire treasury stock                                                --       (149,213)
  Preferred stock dividends paid                                               (26,026)       (32,367)
                                                                           -----------    -----------
Net cash provided by financing activities                                      558,291      1,554,458
                                                                           -----------    -----------

Increase in cash and cash equivalents                                         (210,373)       494,547

Cash and cash equivalents, beginning of period                                 381,403        398,644
                                                                           -----------    -----------

Cash and cash equivalents, end of period                                   $   171,030    $   893,191
                                                                           ===========    ===========



                               See 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)


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

         In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary for a fair presentation of the financial
position of Adelphia at September 30, 1999, and the results of operations for
the three and nine months ended September 30, 1998 and 1999, have been included.
On March 30, 1999, Adelphia elected to change its fiscal year from a year ending
on March 31 to a year ending on December 31. The decision was made to conform to
general industry practice and for certain administrative purposes. The change
was effective for the nine months ended December 31, 1998. The Company filed its
Transition Report on Form 10-K for the nine months ended December 31, 1998 on
May 25, 1999. These condensed consolidated financial statements should be read
in conjunction with Adelphia's consolidated financial statements included in its
Annual Report on Form 10-K for the year ended March 31, 1998 and its Transition
Report on Form 10-K for the nine months ended December 31, 1998. The results of
operations for the three and nine months ended September 30, 1999 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1999.

         On October 25, 1999, the  shareholders  of Hyperion Telecommunications,
Inc. ("Hyperion"), a majority owned subsidiary of Adelphia, elected to change
the name of Hyperion to Adelphia Business Solutions, Inc. ("Adelphia Business
Solutions" or "ABIZ"). The name change was effective October 25, 1999.

1.       Significant Events Subsequent to December 31, 1998:

         On January 13, 1999, Adelphia completed offerings of $100,000 of 7 1/2%
Senior Notes due 2004 and $300,000 of 7 3/4% Senior Notes due 2009. Net proceeds
from these offerings, after deducting offering expenses, were approximately
$393,700. Of this amount, Adelphia used approximately $160,000 to pay accrued
interest and retire a portion of its 9 1/2% Senior Pay-In-Kind Notes due 2004.
Adelphia used the remainder to repay borrowings under revolving credit
facilities of its subsidiaries which may be reborrowed and used for general
corporate purposes. The terms of these notes are similar to those of Adelphia's
other publicly held senior debt.

         On January 14, 1999, Adelphia completed offerings totaling 8,600,000
shares of its Class A common stock. In those offerings, Adelphia sold 4,600,000
newly issued shares of Class A common stock to Goldman, Sachs & Co. at $43.25
per share and it also sold 4,000,000 shares of its Class A common stock at
$43.25 per share to entities controlled by the Rigas family. Adelphia used the
proceeds of approximately $372,000 from these offerings to repay subsidiary bank
debt, which may be reborrowed and used for general corporate purposes.

         On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement between Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.

<PAGE>

         On January 29, 1999, Adelphia purchased from Telesat shares of
Adelphia's stock, owned by Telesat, for a price of $149,213. In the transaction,
Adelphia purchased 1,091,524 shares of Class A common stock and 20,000 shares of
Series C Cumulative convertible preferred stock which are convertible into an
additional 2,358,490 shares of Class A common stock. These shares represent
3,450,014 shares of common stock on a fully converted basis.

         On March 2, 1999, Adelphia Business Solutions issued $300,000 of 12%
Senior Subordinated Notes due 2007 (the "Subordinated Notes"). An entity
controlled by members of the Rigas family purchased $100,000 of the Subordinated
Notes directly from Adelphia Business Solutions at a price equal to the
aggregate principal amount less the discount to the initial purchasers. The net
proceeds of approximately $295,000 were or will be used to fund Adelphia
Business Solutions' acquisition of interests held by local partners in certain
of its markets and will be used to fund capital expenditures and investments in
its networks and for general corporate and working capital purposes.

         On March 31, 1999, Adelphia Business Solutions consummated purchase
agreements with subsidiaries of MediaOne of Colorado, Inc. ("MediaOne"), its
local partner in the Jacksonville, FL and Richmond, VA networks, whereby
MediaOne received approximately $81,520 in cash for MediaOne's ownership
interests in these networks. In addition, Adelphia Business Solutions will be
responsible for the payment of fiber lease liabilities due to MediaOne in the
amount of approximately $14,500 over the next ten years. As a result of the
transactions, Adelphia Business Solutions' ownership interest in each of these
networks increased to 100%.

         On April 9, 1999, Adelphia entered into a stock purchase agreement with
Highland Holdings, a general partnership controlled by members of the family of
John J. Rigas, pursuant to which Adelphia agreed to sell to Highland Holdings
and Highland Holdings agreed to purchase, $375,000 of Adelphia's Class B common
stock. The purchase price for the Class B common stock will be $60.76 per share,
which is equal to the public offering price less the underwriting discount in
the April 28, 1999 public offering of Class A common stock described below, plus
an interest factor. Closing under this stock purchase agreement is to occur by
January 23, 2000 as determined by Highland Holdings at its discretion.

         On April 28, 1999, Adelphia completed an offering of $350,000 of 7 7/8%
Senior Notes due 2009. Net proceeds from this offering, after deducting offering
expenses, were approximately $345,000. Adelphia used the proceeds to repay
borrowings under subsidiary credit agreements, a portion of which was
reborrowed to fund acquisitions which closed on October 1, 1999. The terms of
these notes are similar to those of Adelphia's existing publicly held senior
debt.

         On April 28, 1999, Adelphia sold 8,000,000 shares of its Class A common
stock. Net proceeds of the offering, after deducting offering expenses, were
approximately $485,500. Adelphia used the net proceeds to repay borrowings under
subsidiary credit agreements, a portion of which the Company reborrowed to fund
the acquisitions which closed on October 1, 1999.

         On April 30, 1999, and, in a related transaction on May 14, 1999,
Adelphia sold an aggregate 2,875,000 shares of 5 1/2% Series D convertible
preferred stock with a liquidation preference of $200 per share. The preferred
stock accrues dividends at $11 per share annually and is convertible at $81.45
per share into an aggregate of 7,059,546 shares of Class A common stock of
Adelphia. The preferred stock is redeemable at the option of Adelphia on or
after May 1, 2002 at 103% of the liquidation preference. Net proceeds from the
convertible preferred stock offering were approximately $557,000 after deducting
underwriter discounts and commissions and offering expenses. Adelphia used the
net proceeds to repay borrowings under subsidiary credit agreements, a portion
of which the Company reborrowed to fund the acquisitions which closed on
October 1, 1999.

<PAGE>

         On May 6, 1999, certain subsidiaries and affiliates of Adelphia and
Olympus closed on an $850,000 credit facility. The credit facility consists of a
$600,000, 8 1/2 year reducing revolving credit loan and a $250,000, 9 year term
loan. Proceeds from initial borrowings were held as cash and used to repay
existing indebtedness, which may be reborrowed and used for capital
expenditures, investments, and other general corporate purposes.

         On May 26, 1999, the Company announced that it had agreed to swap
certain cable systems with Comcast Corporation ("Comcast") and Jones Intercable,
Inc. ("Jones") in a geographic rationalization of the companies' respective
markets. Adelphia will add approximately 440,000 subscribers in the Los Angeles,
CA area and the West Palm/Fort Pierce, FL area. In exchange, Comcast and Jones
will receive systems currently owned or managed serving approximately 464,000
subscribers in suburban Philadelphia, PA, Ocean County, NJ, Ft. Myers, FL,
Michigan, New Mexico and Indiana. All systems involved in the transactions will
be valued by agreement between the parties or, following a failure to reach
agreement, by independent appraisals, with any difference in relative value to
be funded with cash or additional cable systems. The system swaps are subject to
customary closing conditions and regulatory approvals and are expected to close
by mid-2000.

         On September 21, 1999, Adelphia Business Solutions announced its
decision to extend its fiber optic network into the Western half of the United
States. Management believes this expansion will enable Adelphia Business
Solutions to offer its services in approximately 200 markets throughout the
country.

         On October 1, 1999, Adelphia entered into a stock purchase agreement
with Highland Holdings in which Adelphia agreed to sell to Highland Holdings and
Highland Holdings agreed to purchase $137,500 of Adelphia's Class B common
stock. The purchase price for the Class B common stock will be $55.00 per share,
which is equal to the public offering price less the underwriting discount in
the October 6, 1999 public offering of Class A common stock described below,
plus an interest factor. Closing under this stock purchase agreement is to occur
by July 2, 2000 as determined by Highland Holdings at its discretion.

         On October 1, 1999, Adelphia completed its previously announced
redemption of the interests in Olympus held by Telesat Cablevision, Inc., a
subsidiary of FPL Group, Inc. The redemption was made in exchange for non cash
assets of Olympus valued at approximately $108,000 pursuant to the previously
announced redemption agreement between the parties.

         On October 1, 1999, Adelphia acquired Century Communications Corp.,
through a merger whereby Century was merged with and into a wholly owned
subsidiary of Adelphia, Arahova Communications, Inc., pursuant to an agreement
and plan of merger, dated as of March 5, 1999, and as amended on July 12, 1999
and as further amended on July 29, 1999. In connection with the closing of the
Century acquisition, Adelphia issued approximately 47,800,000 new shares of
Adelphia Class A common stock and paid approximately $811,900 to the
stockholders of Century, and assumed approximately $1,700,000 of debt. This
transaction was approved by Century and Adelphia stockholders at their
respective stockholders' meetings on October 1, 1999. As of August 31, 1999,
Century had approximately 1,610,000 basic subscribers after giving effect to
Century's pending joint venture with AT&T. At the effective time of the merger,
Adelphia also purchased Citizens Cable Company's 50% interest in the
Citizens/Century Cable Television Joint Venture, one of Century's 50% owned
joint ventures, for a purchase price of approximately $157,500, comprised of
approximately $27,700 in cash, approximately 1,850,000 shares of
Adelphia Class A common stock and the assumption of indebtedness. This joint
venture serves approximately 92,300 basic subscribers in California and was

<PAGE>

jointly owned by Century and Citizens Cable Company, a subsidiary of Citizens
Utilities Company. The acquisition was accounted for under the purchase method
of accounting. Accordingly, the financial results of the acquired systems will
be included in the consolidated results of Adelphia effective from the date
acquired.

         On October 1, 1999, Adelphia acquired FrontierVision Partners, L.P.
("FrontierVision"). As of June 30, 1999, FrontierVision served approximately
710,000 basic subscribers primarily in Ohio, Kentucky, New England and Virginia.
In connection with the acquisition, Adelphia issued 7,000,000 shares of its
Class A common stock, assumed debt of approximately $1,100,000 and paid cash of
approximately $543,300. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
will be included in the consolidated results of Adelphia effective from the date
acquired.

         On October 1, 1999, Adelphia acquired Harron Communications Corp.
("Harron"). As of June 30, 1999, Harron served approximately 299,000 basic
subscribers primarily in Southeastern Pennsylvania, Michigan, Massachusetts and
New Hampshire. In connection with the acquisition, Adelphia paid approximately
$852,700 in cash and assumed debt of approximately $303,000. The acquisition was
accounted for under the purchase method of accounting. Accordingly, the
financial results of the acquired systems will be included in the consolidated
results of Adelphia effective from the date acquired.


         On October 6, 1999, Adelphia sold 6,000,000 shares of its Class A
common stock. Net proceeds of the offering, after deducting offering expenses,
were approximately $330,000. Adelphia initially invested the net proceeds in
cash equivalents and advanced or contributed a portion of the remaining net
proceeds to certain subsidiaries to repay borrowings under subsidiary credit
agreements.

         On October 13, 1999, Adelphia Business Solutions registered with the
Securities and Exchange Commission to sell up to $1,500,000 in debt securities,
preferred and common stock, depository shares and other equity securities. This
filing became effective on October 22, 1999. Proceeds are planned to be used for
general corporate purposes, including capital spending, acquisitions, debt
repayment, investments and other purposes and to facilitate the national
expansion.

         In addition to the acquisitions mentioned above on or prior to October
29, 1999, Adelphia completed several acquisitions.  These acquisitions served
approximately 102,000 basic subscribers at the date of acquisition primarily in
Ohio, Virginia, Kentucky, Pennsylvania and West Virginia and were purchased for
an aggregate price of approximately $484,500.  These acquisitions were accounted
for under the purchase method of accounting.  Accordingly, the financial results
of the acquired system will be included in the consolidated results of Adelphia
effective from the date acquired.

         On November 10, 1999, Adelphia announced that it had sold $500,000 of 9
3/8% Senior Notes due 2009. Net proceeds from this offering, after deducting
offering expenses, will be approximately $495,500. Adelphia plans to use a
portion of the net proceeds to redeem the entire $125,000 of its 11 7/8% Senior
Debentures due 2004 at 104.5% of principal amount plus accrued interest and to
use the remainder to repay borrowings under revolving credit facilities of its
subsidiaries, which may be reborrowed and used for general corporate purposes,
including acquisitions, capital expenditures and investments. The terms of these
notes are similar to those of Adelphia's existing publicly held senior debt. The
transaction is expected to close on November 16, 1999.

<PAGE>

         The following unaudited financial information assumes that the
acquisitions that were consummated after September 30, 1999 had occurred on
January 1, 1998.

<TABLE>
<CAPTION>

                                                                                Nine Months        Nine Months
                                                                                   Ended              Ended
                                                                                September 30,      September 30,
                                                                                     1998               1999
                                                                           --------------------------------------

<S>                                                                        <C>                <C>
              Revenue                                                      $        1,357,703 $        1,743,796
              Loss before extraordinary loss                                         (459,113)           (42,583)
              Net loss                                                               (484,924)           (79,942)
              Basic and diluted net loss per weighted average
                  share of common stock                                                 (5.63)             (0.73)
</TABLE>


         The decrease in net loss for the nine months ended September 30, 1999
as compared to the same period in the prior year is due primarily to the gain on
the sale of discontinued operations of Centennial Cellular and the Australian
operations of Century, of approximately $314,000 during the nine months ended
September 30, 1999.

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

         Subsidiary Debt:
                                                                                December 31,       September 30,
                                                                                    1998               1999
                                                                              -----------------   ----------------
<S>                                                                           <C>                 <C>
                Notes to banks and institutions                               $      1,200,970    $       697,589
                13% Senior Discount Notes of ABIZ due 2003                             220,784            245,052
                12 1/4% Senior Secured Notes of ABIZ due 2004                          250,000            250,000
                12% Senior Subordinated Notes of ABIZ due 2007                               -            300,000
                Other subsidiary debt                                                   45,486             69,197
                                                                              -----------------   ----------------

                   Total subsidiary debt                                      $      1,717,240    $     1,561,838
                                                                              =================   ================

</TABLE>


         The following information updates to September 30, 1999, certain
disclosures included in Note 3 to Adelphia's consolidated financial statements
contained in the Transition Report on Form 10-K for the nine months ended
December 31, 1998.

<TABLE>

<S>                                                                                          <C>
             Commitments for additional borrowings,
                 as of September 30, 1999                                                     $     1,239,620
             Weighted average interest rate payable by subsidiaries
                under credit agreements with banks and institutions                                      6.74%
             Percentage of subsidiary notes to banks and institutions that
                bear interest at fixed rates for at least one year (including the effects
                of interest rate swap agreements)                                                        2.31%


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

         Parent Debt:

                                                                               December 31,       September 30,

                                                                                   1998                1999
                                                                             -----------------   -----------------

<S>        <C>  <C>                 <C>                                      <C>                  <C>
           10 1/4% Senior Notes due 2000                                     $        99,653      $      99,815
            9 1/4% Senior Notes due 2002                                             325,000            325,000
            8 1/8% Senior Notes due 2003                                             149,285            149,384
           10 1/2% Senior Notes due 2004                                             150,000            150,000
            7 1/2% Senior Notes due 2004                                                  -             100,000
            9 7/8% Senior Notes due 2007                                             347,586            347,738
            8 3/8% Senior Notes due 2008                                             299,197            299,243
            7 3/4% Senior Notes due 2009                                                  -             300,000
            7 7/8% Senior Notes due 2009                                                  -             350,000
           11 7/8% Senior Debentures due 2004                                        124,613            124,651
            9 7/8% Senior Debentures due 2005                                        128,531            128,664
            9 1/2% Pay-In-Kind Notes due 2004                                        186,347             31,847
                                                                             -----------------   -----------------

                     Total parent debt                                        $    1,810,212     $   2,406,342
                                                                             =================   =================
</TABLE>

<TABLE>
<CAPTION>

3.  Investments:

      Adelphia's nonconsolidated investments are as follows:
                                                             December 31,   September 30,
                                                                 1998           1999
                                                             -----------     -----------
Investments accounted for using the equity method:
Gross investment:
<S>                                                          <C>            <C>
  ABIZ investments in joint ventures                         $ 138,614      $  64,325
  Benbow PCS Ventures, Inc.                                     17,170         17,227
  Mobile communications                                         18,249         19,307
  Other                                                          2,308          3,650
                                                             ---------      ---------
     Total                                                     176,341        104,509
                                                             ---------      ---------

Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P.                                   44,897         48,675
SuperCable ALK International                                     3,190          3,190
Programming ventures                                             1,469          9,570
Mobile communications                                            2,925          3,193
Other                                                              672            617
                                                             ---------      ---------
     Total                                                      53,153         65,245
                                                             ---------      ---------

Total investments before cumulative equity in net losses       229,494        169,754
Cumulative equity in net losses                                (32,601)       (26,110)
                                                             ---------      ---------
Total investments                                            $ 196,893      $ 143,644
                                                             =========      =========

</TABLE>

On September 30, 1999, the FCC granted Adelphia Business Solutions request to
transfer, and Adelphia Business Solutions transferred the licenses from Baker
Creek Communications to a wholly owned subsidiary of Adelphia Business
Solutions. The licenses are included in Prepaid expenses and other assets-net
on the Condensed Consolidated Balance Sheet at September 30, 1999.

<PAGE>



4.  Related Party Investments and Receivables:

         Related party receivables - net represent advances to managed
partnerships, the Rigas family and Rigas family controlled entities. No related
party advances are collateralized.

         Investments in and amounts due from Olympus is comprised of the
following:


<TABLE>
<CAPTION>

                                                                           December 31,        September 30,
                                                                               1998                 1999
                                                                       -------------------- --------------------


<S>                                                                    <C>                  <C>
      Cumulative equity in loss over investment in Olympus             $         (102,888)  $         (119,300)
      Amounts due from Olympus                                                     294,296              660,761
                                                                       ==================== ====================

                                                                       $           191,408  $           541,461
                                                                       ==================== ====================
</TABLE>

         The investment in Olympus represents a 50% voting interest in such
partnership and is being accounted for using the equity method. On October 1,
1999, Adelphia completed its previously announced redemption of the interest in
Olympus held by Telesat Cablevision, Inc., a subsidiary of FPL Group, Inc.
Summarized unaudited results of operations of Olympus are as follows:
<TABLE>
<CAPTION>

                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                              ------------------------------------
                                                                                   1998                1999
                                                                              ----------------   -----------------
<S>                                                                           <C>                <C>
       Revenues                                                               $      156,497     $       192,857
       Net loss                                                                      (15,265)            (37,325)
       Net loss of general and limited partners after priority return                (80,855)           (115,215)
</TABLE>

5. 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 had an antidilutive effect for the periods
presented; however, the convertible preferred stock could have a dilutive effect
on earnings per share in future periods.

6.  Supplemental Financial Information:

         Cash payments for interest were $217,722 and $231,402 for the nine
months ended September 30, 1998 and 1999, respectively. Accumulated depreciation
of property, plant and equipment amounted to $730,873 and $846,906 at December
31, 1998 and September 30, 1999, respectively. Accumulated amortization of
intangible assets amounted to $249,618 and $299,710 at December 31, 1998 and
September 30, 1999, respectively. Interest expense - net includes interest
income of $7,907 and $22,710 for the three months ended September 30, 1998 and
1999 and $24,794 and $58,723 for the nine months ended September 30, 1998 and
1999, respectively. Interest income includes interest income from affiliates on
long-term loans and for reimbursement of interest expense on revolving credit
agreements related to short-term borrowings by such affiliates.

<PAGE>

         On February 15,  1999,  Adelphia  issued  1,000,000  shares of Class A
common stock to an escrow account as a deposit for the acquisition of
FrontierVision.

7.  Income Taxes:

         Income tax (expense)  benefit for the three and nine months ended
September 30, 1998 and 1999 was substantially comprised of deferred tax.

8.  Commitments and Contingencies:

         Reference is made to Note 1 and to Management's Discussion and Analysis
of Financial Condition and Results of Operations and Legal Proceedings for a
discussion of material commitments and contingencies.

9. Recent Accounting Pronouncements:

         Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  133,
"Accounting for Derivative Instruments and Hedging Activities," establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. Management of the Company has not completed its
evaluation of the impact of SFAS No. 133 on the Company's consolidated financial
statements. In July 1999, SFAS No. 137 was issued to delay the effective date of
SFAS No. 133 to fiscal quarters of fiscal years beginning after June 15, 2000.

10.      Business Segment Information:

         Refer to Item 2 of this Quarterly Report on Form 10-Q for information
regarding business segments as of December 31, 1998 and September 30, 1999 and
for the three and nine months ended September 30, 1998 and 1999.





<PAGE>




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

              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             (Dollars in thousands)

Introduction

         On October 1, 1999, the Company completed the acquisition of the
Olympus partnership interests held by FPL Group, Inc. and the acquisitions of
FrontierVision Partners, L.P., Century Communications Corp. and Harron
Communications Corp. (collectively, the "Recent Acquisitions"). See Note 1 to
the Condensed Consolidated Financial Statements contained in this Form 10-Q. As
of the time of filing of this Form 10-Q, all of these transactions were
completed, but are not reflected in the results of operations of the Company for
the three and nine months ended September 30, 1999. After the completion of the
quarter ended June 30, 1999, the Company filed unaudited financial information,
audited financial statements and unaudited pro forma financial information
related to the Recent Acquisitions on a Form 8-K. In addition, during the period
January 13, 1999 through April 30, 1999, the Company entered into several
financing transactions, the proceeds of which were or may be used to fund one or
more of the Recent Acquisitions or for other general corporate purposes. See
Note 1 to the Condensed Consolidated Financial Statements contained in this Form
10-Q.

Results of Operations

         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 effect of future regulation, future capital commitments and the effects of
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in the future
from those expressed in any forward-looking statements made by, or on behalf of,
the Company. These risks and uncertainties include, but are not limited to,
uncertainties relating to economic conditions, acquisitions and divestitures,
the availability and cost of capital, government and regulatory policies, the
pricing and availability of equipment, materials, inventories and programming,
product acceptance, technological developments, year 2000 issues and changes in
the competitive environment in which the Company operates. Readers are cautioned
that such forward-looking statements are only predictions, that no assurance can
be given that any particular future results will be achieved, and that actual
events or results may differ materially. In evaluating such statements, readers
should specifically consider the various factors which could cause actual events
or results to differ materially from those indicated by such forward-looking
statements. For further information regarding those risks and uncertainties and
their potential impact on the Company, see the prospectus and most recent
prospectus supplement filed under Registration Statement No. 333-78027, under
the caption "Risk Factors."

         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) and competitive local
exchange carrier ("CLEC") telephony ("Adelphia Business Solutions"). The balance
sheet data as of December 31, 1998 and September 30, 1999, and the other data
for the three and nine months ended September 30, 1998 and 1999, of Adelphia
Business Solutions presented below have been derived from the consolidated
financial statements of Adelphia Business Solutions not included herein.

         A majority owned subsidiary of the Company, Adelphia Business
Solutions, together with its subsidiaries owns CLEC networks and investments in
CLEC joint ventures and manages those networks and joint ventures. Adelphia
Business Solutions is an unrestricted subsidiary for purposes of the Company's
indentures. For further information regarding Adelphia Business Solutions, which
also files reports pursuant to the Securities Exchange Act of 1934, see Adelphia
Business Solutions' Form 10-Q for the quarterly period ended September 30, 1999.

<PAGE>

<TABLE>
<CAPTION>

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



Balance Sheet Data:                                                   December 31,      September 30,
                                                                          1998              1999
                                                                     ----------------  ----------------
Adelphia Consolidated
<S>                                                                   <C>               <C>
  Total assets                                                        $    3,294,457    $    4,941,362
  Total debt                                                               3,527,452         3,968,180
  Cash                                                                       398,644           893,191
  Investments (a)                                                            229,494           169,754
  Redeemable preferred stock                                                 376,865           400,581
  Convertible preferred stock - net  (liquidation preference)                100,000           675,000

Adelphia Business Solutions
  Total assets                                                        $      836,342    $    1,078,885
  Total debt                                                                 494,109           839,108
  Cash                                                                       242,570           125,988
  Investments (a)                                                            138,614            64,325
  Redeemable preferred stock                                                 228,674           252,261

Adelphia, excluding Adelphia Business Solutions
  Total assets                                                        $    2,458,115    $    3,862,477
  Total debt                                                               3,033,343         3,129,072
  Cash                                                                       156,074           767,203
  Investments (a)                                                             90,880           105,429
  Redeemable preferred stock                                                 148,191           148,320
  Convertible preferred stock - net (liquidation preference)                 100,000           675,000

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             (Dollars in thousands)



Other Data:                                              Three Months Ended         Nine Months Ended
                                                           September 30,              September 30,
                                                      -----------------------------------------------------
                                                         1998          1999        1998          1999
                                                      ------------- ---------------------------------------
Adelphia Consolidated
<S>                                                   <C>           <C>           <C>           <C>
  Revenues                                            $ 169,387     $ 240,320     $ 452,680     $ 672,814
  Priority investment income from Olympus                12,000        12,000        36,000        36,000
  Operating expenses (b)                                 89,638       154,926       238,497       405,583
  Depreciation and amortization expense                  46,083        65,639       125,113       186,190
  Operating income                                       33,666        19,755        89,070        81,041
  Interest expense - net                                (63,317)      (59,976)     (185,828)     (191,759)
  Preferred stock dividends                             (14,072)      (22,440)      (41,470)      (50,919)
  Capital expenditures                                  104,597       177,223       244,878       404,009
  Cash paid for acquisitions                            381,082         7,523       462,180       189,788
  Cash used for investments                              15,022         9,596        49,649        42,023

Adelphia Business Solutions
  Revenues                                            $  12,098     $  43,347     $  24,553     $  99,000
  Operating expenses (b)                                 17,447        55,834        38,624       129,655
  Depreciation and amortization expense                   9,843        18,168        20,413        45,289
  Operating loss                                        (15,192)      (30,655)      (34,484)      (75,944)
  Interest expense - net                                 (5,371)      (14,842)      (21,063)      (29,795)
  Preferred stock dividends                              (7,166)       (8,108)      (20,806)      (23,587)
  Capital expenditures                                   68,231       100,587       145,490       232,418
  Cash paid for acquisitions                               --           2,850        58,330       129,118
  Cash used for investments                              10,611         2,749        32,150        27,421

Adelphia, excluding Adelphia Business Solutions
  Revenues                                            $ 157,289     $ 196,973     $ 428,127     $ 573,814
  Priority investment income from Olympus                12,000        12,000        36,000        36,000
  Operating expenses (b)                                 72,191        99,092       199,873       275,928
  Depreciation and amortization expense                  36,240        47,471       104,700       140,901
  Operating income                                       48,858        50,410       123,554       156,985
  Interest expense - net                                (57,946)      (45,134)     (164,765)     (161,964)
  Preferred stock dividends                              (6,906)      (14,332)      (20,664)      (27,332)
  Capital expenditures                                   36,366        76,636        99,388       171,591
  Cash paid for acquisitions                            381,082         4,673       403,850        60,670
  Cash used for investments                               4,411         6,847        17,499        14,602
<FN>


(a)      Represents total investments before cumulative equity in net losses.
(b)      Amount excludes depreciation and amortization.
</FN>
</TABLE>


<PAGE>




         Adelphia earned substantially all of its revenues in the three and nine
months ended September 30, 1998 and 1999 from monthly subscriber fees for basic,
satellite, premium and ancillary services (such as installations and equipment
rentals), CLEC telecommunications services, local and national advertising
sales, high speed data services and pay-per-view programming.

         The changes in Adelphia's operating results for the three and nine
months ended September 30, 1999 compared to the same period of the prior year,
were primarily the result of acquisitions, rate increases and expansion of
existing operations.

         The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the continued upgrade and
expansion of systems and interest costs associated with financing activities
will continue to have a negative impact on the reported results of operations.
Also, significant charges for depreciation, amortization and interest are
expected to be incurred in the future by Olympus, which will adversely impact
Adelphia's future 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, Olympus and Managed Systems. The "Olympus
Systems" are systems owned by Olympus. The "Managed Systems" are affiliated
systems managed by Adelphia.

<TABLE>
<CAPTION>


                                      September 30,         Percent
                               --------------------------   Increase
                                    1998        1999       (Decrease)
                                -----------  -----------    --------
Homes Passed by Cable
<S>                              <C>          <C>             <C>
Company Owned Systems            2,124,473    2,271,432       6.9%
Olympus Systems                    828,500      970,630      17.2%
Managed Systems                    284,716      179,210     (37.1%)
                                 ---------    ---------       ---
Total Systems                    3,237,689    3,421,272       5.7%
                                 =========    =========       ===

Basic Subscribers
Company Owned Systems            1,530,699    1,637,047       6.9%
Olympus Systems                    551,588      646,759      17.3%
Managed Systems                    216,229      134,697     (37.7%)
                                 ---------    ---------       ---
Total Systems                    2,298,516    2,418,503       5.2%
                                 =========    =========       ===
</TABLE>



         Managed Systems' data, as of September 30, 1999, reflect the sales,
after September 30, 1998, of systems consisting of approximately 75,900 homes
passed and approximately 62,100 basic subscribers to Olympus.




<PAGE>



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

<TABLE>
<CAPTION>


                                                               Three Months Ended      Nine Months Ended
                                                                 September 30,           September 30,
                                                              ---------------------   ---------------------
                                                                1998        1999        1998        1999
                                                              ----------  ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>         <C>
             Revenues                                          100.0%      100.0%      100.0%      100.0%

             Operating expenses:
               Direct operating and programming                 33.4%      33.1%       33.3%       32.6%
               Selling, general and administrative              19.5%      31.3%       19.4%       27.6%
               Depreciation and amortization                    27.2%      27.3%       27.6%       27.7%
                                                              ----------  ---------   ---------   ---------

             Operating income                                   19.9%       8.3%       19.7%       12.1%
                                                              ==========  =========   =========   =========

</TABLE>


         Revenues. The primary revenue sources reflected as a percentage of
total revenues were as follows for the three months ended September 30, 1998 and
1999:

<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                   September 30,
                                                                          ---------------------------------
                                                                              1998               1999
                                                                          --------------     --------------
<S>                                                                        <C>                <C>
             Regulated service and equipment                                   73%                63%
             Premium programming                                               10%                8%
             Advertising sales and other services                              10%                12%
             Competitive local exchange carrier services                       7%                 17%

</TABLE>


         Revenues increased approximately 41.9% and 48.6% for the three and nine
months ended September 30, 1999 compared with the same periods of 1998. The
increases are attributable to the following:

<TABLE>
<CAPTION>

                                                                  Three Months          Nine Months
                                                                      Ended                Ended
                                                                  September 30,        September 30,
                                                                      1999                  1999
                                                                 ----------------      ---------------
<S>                                                               <C>                  <C>
             Acquisitions                                              65%                  65%
             Basic subscriber growth                                   3%                    2%
             Cable rate increases                                      9%                   12%
             Premium programming                                        -                   (1%)
             Competitive local exchange carrier services               9%                   12%
             Advertising sales and other services                      14%                  10%
</TABLE>


         Effective August 1, 1999, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's systems.
Advertising revenues and revenues derived from other strategic service offerings
such as CLEC services, high-speed data services, long distance and paging also
had a positive impact on revenues for the three and nine months ended September

<PAGE>

30, 1999. The Company expects to implement rate increases related to certain
regulated cable services in substantially all of the Company's systems during
the next fiscal year.

         Direct Operating and Programming Expenses. These expenses, which are
mainly basic and premium programming costs and technical expenses, increased
40.7% and 45.7% for the three and nine months ended September 30, 1999 compared
with the same period of 1998. Adelphia Business Solutions expenses increased due
to higher costs associated with an increase in off-net resale costs, the
expansion of operations at its Network Operating Control Center ("NOCC"), an
increase in the number and size of the operations of the networks, which
resulted in increased employee related costs, equipment maintenance costs, cost
related to planned expansion into new markets, and the consolidation of the
Jacksonville, Richmond, Wichita, Baton Rouge, Jackson, and Little Rock markets.
The increases in Adelphia excluding Adelphia Business Solutions were primarily
due to increased operating expenses from acquired systems, increased programming
costs, incremental costs associated with increased subscribers and new services.

         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 127.9% and
111.9% for the three and nine months ended September 30, 1999 compared with the
same period of 1998. Adelphia Business Solutions expenses increased due to
increased expenses associated with its network expansion plan, an increase in
the sales force; the development of a sales presence in many new markets, an
increase in corporate overhead costs to accommodate the growth in the number,
size and operations of the networks as a result of the expansion and the
consolidation of the Jacksonville, Richmond. Wichita, Baton Rouge, Jackson, and
Little Rock markets. The increases in Adelphia excluding Adelphia Business
Solutions were primarily due to incremental costs associated with
acquisitions, subscriber growth, new services and an increase in administrative
employees preparing for the recently completed acquisitions.

         Depreciation and Amortization. Depreciation and amortization, excluding
Adelphia Business Solutions, increased 31.0% and 34.6% for the three and nine
months ended September 30, 1999, compared with the same period of 1998 primarily
due to increased depreciation and amortization related to acquisitions, as well
as increased capital expenditures made during the past several years.
Depreciation and amortization for Adelphia Business Solutions increased 84.6%
and 121.9% for the three and nine months ended September 30, 1999 compared with
the same period of 1998. These increases were primarily a result of increased
depreciation resulting from the higher depreciable asset base at the NOCC and
its wholly owned networks, the consolidation of several of its networks and
increased amortization of deferred financing costs.

         Priority Investment Income. Priority investment income is comprised of
payments received from Olympus of accrued priority return on the Company's
investment in 16.5% preferred limited partner ("PLP") interests in Olympus.

         Interest Expense - Net. Interest expense - net, excluding Adelphia
Business Solutions, decreased 22.1% and 1.7% for the three and nine months ended
September 30, 1999 compared with the same period of 1998. Interest expense -
net, including Adelphia Business Solutions, decreased 5.3% for the three months
ended September 30, 1999, as compared with the same period of 1998 due to
increased interest income from affiliates. Interest expense-net including ABS
increased 3.2% for the nine months ended September 30, 1999, as compared with
the same period of 1998. The increases were primarily due to incremental debt
related to acquisitions and other new debt issuances. Interest expense includes
noncash accretion of original issue discount on the Adelphia Business Solutions
13% Senior Discount Notes and other noncash interest expense totaling $8,522 and
$24,898 for the three and nine months ended September 30, 1999 compared with
$7,908 and $23,252 for the same period of 1998.

         Equity in Loss of Joint Ventures. The equity in loss of joint ventures
represents primarily (i) the Company's pro-rata share of Olympus' losses and the
accretion requirements of Olympus' PLP interests, and (ii) Adelphia Business
Solutions' pro-rata share of its less than majority owned partnerships'
operating losses. Equity in loss of Olympus and other joint ventures has
increased primarily due to an increase in interest, depreciation and
amortization expenses for Olympus during the respective periods.

<PAGE>

         Minority Interest in Net Losses of Subsidiaries. As a result of
Adelphia Business Solutions' IPO, which occurred on May 8, 1998, a portion of
Adelphia Business Solutions' net loss applicable to common stockholders is
attributable to minority interests.

         Extraordinary Loss on Early Retirement of Debt. During the nine months
ended September 30, 1999, Adelphia redeemed $154,500 of its 9 1/2% Senior
Pay-In-Kind Notes due 2004 at 103.56% of principal and repaid certain
institutional indebtedness. As a result of these transactions, Adelphia
recognized an extraordinary loss of $10,027 for the nine months ended September
30, 1999.

         Preferred Stock Dividends. Preferred stock dividends increased by
107.5% and 32.3% for the three and nine months ended September 30, 1999 compared
with the same period of 1998. The increase is due primarily to the payment of
dividends on the 5 1/2% Series D Convertible Preferred Stock made during the
three months ended September 30, 1999.

Liquidity and Capital Resources

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

         The Company has made a substantial commitment to the technological
development of its systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks in order to increase network capacity,
digital capability, two-way communication and network reliability.

         The design of the current system upgrade, when completed, will deploy
on average one fiber optic node for every two system plant miles or
approximately one fiber node for every 180 homes passed compared to the industry
norm of 500 to 1,000 homes passed per fiber optic node. Approximately 75% of the
system will be upgraded to 750 Mhz. Approximately 25% of the plant will remain
at 550 Mhz. The upgraded system will be completely addressable and provide
two-way communication capability. The additional bandwidth will enable the
Company to offer additional video programming and data services. A portion of
the bandwidth will be allocated to new service offerings such as two-way data,
telephony and video-on-demand.

         Capital expenditures for Adelphia, excluding Adelphia Business
Solutions, for the nine months ended September 30, 1998 and 1999 were $99,388
and $171,591, respectively. Capital expenditures, including Adelphia Business
Solutions, for the nine months ended September 30, 1998 and 1999 were $244,878
and $404,009, respectively. Capital expenditures for ABS for the nine months
ended September 30, 1999 compared with the nine months ended September 30, 1998,
increased primarily due to the upgrade of plant in markets in which Adelphia
Business Solutions purchased its local partners' interests, payments for
indefeasible right of use agreements for fiber optic networks and the
commencement of switching services. The Company estimates that capital
expenditures excluding Adelphia Business Solutions will be in the range of
approximately $750,000 to $850,000 from October 1, 1999 through the quater ended
December 31, 2000, which includes the recently completed acquisitions. Adelphia
Business Solutions estimates that, in addition to the cash and cash equivalents
on hand and the U.S. government securities pledged as of September 30, 1999, a
total of approximately $550,000 will be required to fund capital expenditures,
working capital requirements, operating losses and pro rata investments in the
joint ventures from October 1,

<PAGE>

1999 through the quarter ending December 31, 2000.

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

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

         At September 30, 1999, the Company's total outstanding debt aggregated
$3,968,180, which included $2,406,342 of parent debt, $839,108 of Adelphia
Business Solutions debt and $722,730 of other subsidiary debt. As of September
30, 1999, Adelphia's subsidiaries had an aggregate of $2,132,811 in unused
credit lines and cash and cash equivalents, which includes $600,000 also
available to affiliates, part of which is subject to achieving certain levels of
operating performance.

         The Company's weighted average interest rate on notes payable to banks
and institutions was approximately 7.27% at September 30, 1998 compared to 6.74%
at September 30, 1999. At September 30, 1999, approximately 2.31% of such debt
was subject to fixed interest rates for at least one year under the terms of
such debt or applicable interest rate swap agreements.

         The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next four years and three months based
on amounts outstanding at September 30, 1999:

<TABLE>

<S>                                                                        <C>
                      Three months ending December 31, 1999                 $        4,256
                      Year ending December 31, 2000                                136,698
                      Year ending December 31, 2001                                 57,330
                      Year ending December 31, 2002                                413,973
                      Year ending December 31, 2003                                656,010
</TABLE>



         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

<PAGE>

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.

         For information regarding significant events and financings subsequent
to December 31, 1998, including the Recent Acquisitions subsequent to September
30, 1999 and the related use of capital resources to consummate them, see
"Introduction" above and Note 1 to the Condensed Consolidated Financial
Statements contained in this Form 10-Q.

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

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

Regulatory and Competitive Matters

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

         Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and

<PAGE>

increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.

         The FCC has adopted regulations implementing all of the requirements of
the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. Adelphia cannot predict the effect of the 1996 Act
or future legislative or rulemaking proceedings or changes to the rate
regulations. No assurance can be given as to what other future actions Congress,
the FCC or other regulatory authorities may take or the effects thereof on
Adelphia.

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

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

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

         The Company also competes with DBS service providers. DBS has been
available to consumers since 1994. A single DBS satellite can provide more than
100 channels of programming. DBS service can be received virtually anywhere in
the United States through the installation of a small outdoor antenna. DBS
service is being heavily marketed on a nationwide basis by several service
providers. Although the impact to date has not been material, any future impact
of DBS competition on the Company's future results is not known or estimable.

<PAGE>

Year 2000 Issue

         The year 2000 issue refers to the inability of computerized systems and
technologies to recognize and process dates beyond December 31, 1999. The
Company has evaluated the impact of the year 2000 issue on its business
applications and its products and services. This could present risks to the
operations of the Company's business in several ways. The evaluation included a
review of the Company's information technology systems, cable network equipment,
telephony equipment, and other embedded technologies. A significant portion of
the Company's computerized systems and technologies have been developed,
installed or upgraded in recent years and are generally more likely to be year
2000 ready. The Company's evaluation also included evaluating the potential
impact as a result of its reliance on third-party systems that may have the year
2000 issue.

         Computerized business applications that could be adversely affected by
the year 2000 issue include:

o        information processing and financial reporting systems;
o        customer billing systems;
o        customer service systems;
o        telecommunication transmission and reception systems; and
o        facility systems.

         System failure or miscalculation could result in an inability to
process transactions, send invoices, accept customer orders or provide customers
with products and services. Customers could also experience a temporary
inability to receive or use the Company's products and services.

         The  Company  has  developed a program to assess and address the year
2000 issue.  This  program  consists of the  following phases:

o        inventorying and assessing the impact on affected technology and
         systems,
o        developing solutions for affected technology and systems;
o        modifying or replacing affected technology and systems;
o        testing and verifying solutions;
o        implementing solutions; and
o        developing contingency plans.

         The Company has substantially completed its inventory and assessment of
affected computerized systems and technologies. The Company is in the final
stages of its year 2000 compliance program with respect to the remediation of
the affected systems and technologies.

         The Company has engaged a consulting firm familiar with its financial
reporting systems. This firm has developed and tested year 2000 solutions that
the Company has implemented. The Company has certified all eight financial
systems as year 2000 compliant.

         A third-party billing vendor currently facilitates customer billing.
This third-party vendor has certified that it implemented and successfully
tested its own year 2000 solution in April 1999.

         Telecommunication plant rebuilds and upgrades in recent years have
minimized the potential impact of the year 2000 issue on the Company's
facilities, customer service, telecommunication transmission and reception
systems. The Company has substantially completed a comprehensive internal
inventory and assessment of all hardware components and component controlling
software throughout its telecommunication networks and has implemented
substantially all modifications, upgrades or replacements resulting from the
internal review.

<PAGE>

         Costs incurred to date directly related to addressing the year 2000
issue have been approximately $1,075. The Company has also redeployed internal
resources to meet the goals of its year 2000 program. The Company currently
estimates the total cost of its year 2000 remediation program to be
approximately $2,055. Although the Company will continue to incur substantial
capital expenditures in the ordinary course of meeting its telecommunications
system upgrade goals through the year 2000, it will not specifically accelerate
its expenditures to facilitate year 2000 readiness, and accordingly such
expenditures are not included in the above estimate.

         The Company is communicating with others with whom it does significant
business to determine their year 2000 readiness and to determine the extent to
which the Company is vulnerable to the year 2000 issue related to those third
parties. The Company purchases much of its technology from third parties. There
can be no assurance that the systems of other companies on which the Company's
systems rely will be year 2000 ready or timely converted into systems compatible
with the Company systems. The Company's failure or a third-party's failure to
become year 2000 ready or the Company's inability to become compatible with
third parties with which the Company has a material relationship, including
companies that the Company acquires, may have a material adverse effect on the
Company, including significant service interruption or outages; however, the
Company cannot currently estimate the extent of any such adverse effects.

         The Company is in the process of identifying secondary sources to
supply its systems or services in the event it becomes probable that any of its
systems will not be year 2000 ready prior to the end of 1999. The Company is
also in the process of identifying secondary vendors and service providers to
replace those vendors and service providers whose failure to be year 2000 ready
could lead to a significant delay in the Company's ability to provide its
service to its customers.



<PAGE>





Item 3.  Quantitative and Qualitative Disclosures about Market Risk


         The Company uses fixed and variable rate debt and fixed rate redeemable
preferred stock 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 interest
rate swap agreements to effectively convert a portion of its variable-rate debt
to fixed-rate debt to reduce the risk of incurring higher interest costs due to
rising interest rates. As of September 30, 1999, the Company had interest rate
swap agreements covering notional principal of $75,000 that expire through 2008
and that fix the interest rate at an average of 6.70%. The Company also enters
into receive-fixed interest rate swap agreements to effectively convert a
portion of its fixed-rate debt to a variable-rate debt which is indexed to LIBOR
to reduce the risk of incurring higher interest costs in periods of falling
interest rates. As of September 30, 1999, the Company had interest rate swap
agreements covering notional principal of $45,000 that expire through 2003 and
that have a variable rate at an average of 5.59%. The Company enters into
interest rate cap agreements to reduce the risk of incurring higher interest
costs due to rising interest rates. As of September 30, 1999, the Company had
interest rate cap agreements covering a notional amount of $400,000, which
expire in 2002 and cap rates at an average rate of 7.25%. The Company does not
enter into any interest rate swap or cap agreements for trading purposes. The
Company is exposed to market risk in the event of non-performance by the banks.
No such non-performance is expected. The table below summarizes the fair values
and contract terms of the Company's financial instruments subject to interest
rate risk as of September 30, 1999.

<TABLE>
<CAPTION>

                                                  Expected Maturity                                            Fair
                            ---------------------------------------------------------------------
                               1999       2000       2001        2002       2003      Thereafter    Total      Value
                            ----------- ---------- ---------- ----------- ----------- ---------- ----------- ------------
Debt and Redeemable

   Preferred Stock:

<S>                          <C>        <C>        <C>         <C>        <C>         <C>        <C>         <C>
Fixed Rate                   $      --  $ 112,375  $   3,000   $ 325,000  $ 453,840   $2,789,109 $3,683,324  $3,565,698
   Average Interest Rate        10.23%     10.22%     10.23%      10.25%     10.18%       10.15%         --          --

Variable Rate                $  15,597  $  23,736  $  44,936   $  48,437  $  60,797   $  557,909 $  751,412  $ 751,412
   Average Interest Rate         7.23%      7.41%      7.71%       7.83%      8.00%        7.68%         --         --

Interest Rate Swaps
   and Caps:

Variable to Fixed            $      --  $      --  $      --   $      --  $      --   $   75,000 $   75,000  $   3,535
Average Pay Rate                    --         --         --          --         --        6.70%         --         --
Average Receive Rate                --         --         --          --         --        7.16%         --         --

Fixed to Variable                   --         --         --          --     45,000           --     45,000      (729)
Average Pay Rate                    --         --         --          --      5.59%           --         --         --
Average Receive Rate                --         --         --          --      6.96%           --         --         --

Interest Rate Caps           $      --  $      --  $      --   $ 400,000  $      --   $       -- $  400,000  $   2,538
Average Cap Rate                    --         --         --       7.25%         --           --         --         --

</TABLE>

<PAGE>

         Interest rates on variable debt are estimated by us using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at September 30, 1999, plus the
borrowing margin in effect at September 30, 1999. Average receive rates on the
variable to fixed swaps are estimated by us using the average implied forward
LIBOR rates for the year of maturity based on the yield curve in effect at
September 30, 1999.



<PAGE>


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES




                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         On February 24, 1999, Hyperion was served with a summons and complaint
filed in the United States District Court for the Northern District of New York,
Case Number 99-CV-268, by Hyperion Solutions Corporation ("Solutions"), which is
described in the complaint as a company in the business of developing, marketing
and supporting comprehensive computer software tools, executive information
systems and applications that companies use to improve their business
performance. The complaint alleges, among other matters, that Hyperion's use of
the name "Hyperion" in its business infringes upon various trademarks and
service marks of Solutions in violation of federal trademark laws and violates
various New York business practices, advertising and business reputation laws.
The complaint seeks, among other matters, to enjoin Hyperion from using the name
or mark "Hyperion" in Hyperion's business as well as to recover unspecified
damages, treble damages and attorney's fees. Management of Hyperion believes
that Hyperion has meritorious defenses to the complaint and intends to
vigorously defend this lawsuit. Although management believes that this lawsuit
will not in any event have a material adverse effect upon Hyperion, no assurance
can be given regarding the effect upon Hyperion if Solutions were to prevail in
this lawsuit.

         On or about March 10, 1999, a lawsuit was commenced by the filing of a
class action complaint by one of Century's Class A common stockholders on behalf
of himself and all others similarly situated naming Century's Class B common
stockholders and all of Century's directors as defendants for alleged breaches
of fiduciary duty in connection with approval of the merger consideration. The
complaint was filed in the Superior Court in the State of Connecticut under the
caption Robert Lowinger v. Century Communications Corp., et. al. Century and
Adelphia were also named as defendants for allegedly aiding and abetting in the
foregoing alleged breaches of fiduciary duty. The complaint seeks damages in an
unspecified amount and such other relief as may be appropriate. On July 21,
1999, the court granted the defendants' motion for extension of time to answer
or otherwise respond to the complaint to the earlier of November 15, 1999 or
twenty days after the effective date of the merger, which the Company has done.

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

Item 2.  Changes in Securities and Use of Proceeds

         See Note 1 to the Condensed Consolidated Financial Statements regarding
agreements for private placements of common stock under Section 4(2) of the
Securities Act in connection with the FrontierVision acquisition and the April
1999 and October 1999 stock purchase agreements with Highland Holdings.

Item 3.  Defaults Upon Senior Securities

          None


<PAGE>




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


         A special meeting of the stockholders of the Company was held
on October 1, 1999. Stockholders entitled to vote a total of 137,018,185 votes
out of 158,673,103 votes attributable to all shares of the Company's outstanding
capital stock were represented at the meeting either in person or by proxy. At
such meeting (a) the stockholders approved, as required by the Nasdaq National
Market, the issuance of shares of Adelphia's Class A common stock in connection
with the merger of Century Communications Corp. with and into a wholly owned
subsidiary of Adelphia.

<TABLE>
<CAPTION>

                                                  Class of                                            Broker
                                                   Stock        Vote For      Withheld    Abstain   Non-voting
                                                ------------- -------------- ----------- --------- -------------
<S>                                             <C>           <C>            <C>         <C>       <C>
          (a) Approval of issuance of Class A
                 common stock in connection
                 with merger                    Class A          28,469,361      197,555     6,509          --
                                                Class B         108,344,760          --         --          --

</TABLE>


         The annual meeting of the stockholders of the Company was held on
October 25, 1999. Stockholders entitled to vote a total of 145,396,632 votes out
of 158,673,103 votes attributable to all shares of the Company's outstanding
capital stock were represented at the meeting either in person or by proxy. At
such meeting, (a) one director (the "Class A Director") was elected by vote of
the holders of Class A Common Stock voting as a separate class, (b) nine
directors, ("Class A and B Directors") were elected by vote of the holders of
Class A Common Stock and the holders of Class B Common Stock voting together and
(c) approval of amendment to Article IV of the Certificate of incorporation
increasing authorized shares of capital stock from 230,000,000 to 1,550,000,000,
authorized shares of Class A Common Stock from 200,000,000 to 1,200,000,000,
authorized shares of Class B Common Stock from 25,000,000 to 300,000,000 and
authorized shares of Preferred Stock from 5,000,000 to 50,000,000.



<PAGE>



<TABLE>
<CAPTION>
         The stockholder voting results are as follows:

                                                   Class of                                                     Broker
                                                     Stock        Vote for       Withheld       Abstain        Non-votes
                                                  ------------- ------------- ------------- --------------- ---------------

<S>                                              <C>            <C>            <C>           <C>             <C>
        (a)    Class A Director Elected
               Perry S. Patterson                 Class A         36,541,359       460,513             --              --


        (b)    Class A and B Director Elected

               John J. Rigas                      Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Michael J. Rigas                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Timothy J. Rigas                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               James P. Rigas                     Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Pete J. Metros                     Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Dennis P. Coyle                    Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Leslie J. Gelber                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Peter L. Venetis                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


               Erland E. Kailbourne               Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760


        (c)    Amendment to Article IV

                 increase in Capital Stock        Class A         29,983,218     6,783,347         285,307             --
                                                  Class B        108,344,760
</TABLE>

Item 5.  Other Information


         (a) On November 10, 1999, Adelphia Business Solutions, Inc., a majority
owned subsidiary of Adelphia, issued a press release announcing a proposed
offering of approximately $300,000 in Class A common stock to the public and a
proposed sale of approximately $150,000 in Class B common stock to Adelphia. A
copy of the press release is attached as Exhibit 99.02 to this Form 10-Q and is
incorporated by reference herein.


<PAGE>




Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit No.                     Description

1.01     Underwriting Agreement dated October 1, 1999 regarding the sale of
         6,000,000 shares of Class A common stock of Adelphia (filed herewith).

3.01     Certificate of Incorporation of Adelphia Communications Corporation, as
         amended through October 25, 1999 (filed herewith).

3.02     Bylaws of Adelphia Communications Corporation, as amended through
         September 30, 1999 (filed herewith).

10.01    Stock Purchase Agreement dated October 1, 1999 between Adelphia
         Communications Corporation and Highland Holdings (filed herewith).

10.8     Bank Credit Facility dated May 6, 1999 among the registrant, other
         borrowers and the lenders named therein (incorporated herein by
         reference to Exhibit 10.01 to Current Report on Form 8-K for the event
         dated September 16, 1999 filed by Adelphia Communications Corporation
         (File No. 0-16014)).

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

99.01    Press release dated November 10, 1999 regarding the sale of Senior
         Notes by Adelphia (filed herewith).

99.02    Press release dated November 10, 1999 regarding the sale of Class A
         common stock by Adelphia Business Solutions, Inc. (filed herewith).

         (b) Reports on Form 8-K:


         Form 8-Ks were filed for events dated  July 12, 1999, August 11, 1999,
September 9, 1999, September 16, 1999, September 21, 1999, September 29, 1999
and October 1, 1999, which reported information under items 2,5 and/or 7
thereof. No financial statements were filed with such Form 8-Ks, other than the
financial statements and proforma financial information filed under Item 7 for a
Form 8-K for the event dated October 1, 1999.



<PAGE>








                                   SIGNATURES

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

                                   ADELPHIA COMMUNICATIONS CORPORATION
                                              (Registrant)



Date: November 15, 1999                By:  /s/ Timothy J. Rigas
                                            Timothy J. Rigas
                                            Executive Vice President (authorized
                                            officer), Chief Financial Officer
                                            and Treasurer