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, 1998

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: 000-16014


                             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.)


                              Main at Water 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 13, 1998, 31,258,843 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 - March 31, 1998 and
        September 30, 1998.............................................................................            3
       
       Condensed Consolidated Statements of Operations - Three and Six Months Ended
        September 30, 1997 and 1998....................................................................            4

       Condensed Consolidated Statements of Cash Flows - Six Months Ended
        September 30, 1997 and 1998....................................................................            5

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

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
        of Operations..................................................................................            12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk....................................            23

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................................            24

Item 2.  Changes in Securities and Use of Proceeds.....................................................            24

Item 3.   Defaults Upon Senior Securities..............................................................            24

Item 4.   Submission of Matters to a Vote of Security Holders..........................................            24

Item 5.   Other Information............................................................................            25

Item 6.  Exhibits and Reports on Form 8-K..............................................................            25


SIGNATURES.............................................................................................            26

</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)

                                                                                   March 31,  September 30,
ASSETS:                                                                              1998          1998
-------
                                                                                -----------    -----------
<S>                                                                             <C>            <C>        
Property, plant and equipment - net                                             $   918,637    $ 1,149,458
Intangible assets - net                                                             695,104      1,047,288
Cash and cash equivalents                                                           276,895        171,030
U.S. government securities - pledged                                                 70,535         57,201
Investments                                                                         127,827        145,647
Preferred equity investment in Managed Partnership                                   18,338           --
Subscriber receivables - net                                                         30,551         49,088
Prepaid expenses and other assets - net                                             114,526        110,864
Investment in and amounts due from Olympus                                             --           30,944
Related party receivables - net                                                      52,258         35,973
                                                                                -----------    -----------
Total                                                                           $ 2,304,671    $ 2,797,493
                                                                                ===========    ===========

LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER STOCKHOLDERS' EQUITY (DEFICIENCY):
---------------------------------------
Subsidiary debt                                                                 $ 1,329,471    $ 1,369,567
Parent debt                                                                       1,580,274      1,660,013
Accounts payable                                                                     65,019         95,357
Subscriber advance payments and deposits                                             17,129         19,227
Accrued interest and other liabilities                                               98,087         90,519
Deferred income taxes                                                               116,351        111,569
                                                                                -----------    -----------
Total liabilities                                                                 3,206,331      3,346,252
                                                                                -----------    -----------

Minority interests                                                                   27,737         59,836
                                                                                -----------    -----------

Cumulative equity in loss in excess of investment in and amounts
due from Olympus                                                                     31,202           --
                                                                                -----------    -----------

Hyperion Redeemable Exchangeable Preferred Stock                                    207,204        221,251
                                                                                -----------    -----------

Series A Cumulative Redeemable Exchangeable Preferred Stock                         148,062        148,148
                                                                                -----------    -----------

Commitments and contingencies (Note 9)

Convertible preferred stock, common stock and 
other stockholders' equity (deficiency):
8 1/8% Series C Convertible Preferred Stock ($100,000 liquidation preference)             1              1
Class A Common Stock, $.01 par value, 200,000,000 shares authorized,
20,043,528 and 31,258,843 shares outstanding, respectively                              200            313
Class B Common Stock, $.01 par value, 25,000,000 shares authorized,
10,944,476 and 10,834,476 shares outstanding, respectively                              109            108
Additional paid-in capital                                                          331,263        744,975
Accumulated deficit                                                              (1,647,438)    (1,723,391)
                                                                                -----------    -----------
Convertible preferred stock, common stock and
other stockholders' equity (deficiency)                                          (1,315,865)      (977,994)
                                                                                -----------    -----------
Total                                                                           $ 2,304,671    $ 2,797,493
                                                                                ===========    ===========

                        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        Six Months Ended
                                                                   September 30,            September 30,
                                                              ----------------------    ----------------------
                                                                 1997         1998         1997        1998
                                                              ---------    ---------    ---------    ---------

<S>                                                           <C>          <C>          <C>          <C>      
Revenues                                                      $ 128,990    $ 169,387    $ 251,634    $ 314,143
                                                              ---------    ---------    ---------    ---------

Operating expenses:
Direct operating and programming                                 38,540       56,595       78,213      105,333
Selling, general and administrative                              23,472       33,043       45,731       62,154
Depreciation and amortization                                    33,586       46,083       67,319       84,642
                                                              ---------    ---------    ---------    ---------
Total                                                            95,598      135,721      191,263      252,129
                                                              ---------    ---------    ---------    ---------


Operating income                                                 33,392       33,666       60,371       62,014
                                                              ---------    ---------    ---------    ---------

Other income (expense):
Priority investment income from Olympus                          12,000       12,000       23,765       24,000
Other income                                                        610          113          610        1,113
Interest expense - net                                          (62,432)     (63,317)    (124,169)    (126,062)
Equity in loss of Olympus and other joint ventures              (14,840)     (14,803)     (34,038)     (33,119)
Equity in loss of Hyperion joint ventures                        (3,886)      (2,614)      (6,426)      (5,804)
Minority interest in net losses of subsidiaries                    --          8,543         --         14,003
Hyperion preferred stock dividends                                 --         (7,166)        --        (14,112)
                                                              ---------    ---------    ---------    ---------

Total                                                           (68,548)     (67,244)    (140,258)    (139,981)
                                                              ---------    ---------    ---------    ---------

Loss before income taxes and extraordinary (loss) gain          (35,156)     (33,578)     (79,887)     (77,967)
Income tax (expense) benefit                                       (365)        (852)        (295)       4,762
                                                              ---------    ---------    ---------    ---------

Loss before extraordinary (loss) gain                           (35,521)     (34,430)     (80,182)     (73,205)
Extraordinary (loss) gain on early retirement of debt              --         (1,733)       2,300       (4,337)
                                                              ---------    ---------    ---------    ---------

Net loss                                                        (35,521)     (36,163)     (77,882)     (77,542)
Dividend requirements applicable to preferred stock              (4,550)      (6,906)      (4,550)     (13,812)
                                                              ---------    ---------    ---------    ---------

Net loss applicable to common stockholders                    $ (40,071)   $ (43,069)   $ (82,432)   $ (91,354)
                                                              =========    =========    =========    =========

Basic and diluted loss per weighted average share of common
stock before extraordinary (loss) gain                        $   (1.31)   $   (1.16)   $   (2.92)   $   (2.62)
Basic and diluted extraordinary (loss) gain per weighted
average share on early retirement of debt                          --          (0.05)        0.08        (0.13)
                                                              ---------    ---------    ---------    ---------
Basic and diluted net loss per weighted average share
of common stock                                               $   (1.31)   $   (1.21)   $   (2.84)   $   (2.75)
                                                              =========    =========    =========    =========

Weighted average shares of common stock outstanding
(in thousands)                                                   30,647       35,533       29,066       33,261
                                                              =========    =========    =========    =========


                               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)

                                                              Six Months Ended September 30,
                                                              ------------------------------
                                                                      1997         1998
                                                                   ----------   ---------
Cash flows from operating activities:
<S>                                                                <C>          <C>       
Net loss                                                           $ (77,882)   $ (77,542)
Adjustments to reconcile net loss to net cash 
provided by operating activities:
Depreciation and amortization                                         67,319       84,642
Noncash interest expense                                              22,629       15,803
Noncash dividends                                                       --         14,112
Equity in loss of Olympus and other joint ventures                    34,038       33,119
Equity in loss of Hyperion joint ventures                              6,426        5,804
Minority interest in losses of subsidiaries                             --        (14,003)
Extraordinary (gain) loss on early retirement of debt                 (2,300)       4,337
Decrease in deferred income taxes, net of effect of acquisitions         (84)      (4,782)
Changes in operating assets and liabilities, net of 
effect of acquisitions:
Subscriber receivables                                                (4,281)     (15,051)
Prepaid expenses and other assets                                       (431)      (2,334)
Accounts payable                                                        (837)      29,270
Subscriber advance payments and deposits                                 395        1,528
Accrued interest and other liabilities                               (35,745)      (7,926)
                                                                   ---------    ---------
Net cash provided by operating activities                              9,247       66,977
                                                                   ---------    ---------

Cash flows used for investing activities:
Acquisitions                                                         (37,147)    (403,851)
Expenditures for property, plant and equipment                       (80,615)    (178,852)
Investments in Hyperion nonconsolidated joint ventures               (26,640)     (13,516)
Investments in other joint ventures                                  (11,139)     (11,472)
Purchase of minority interest in Hyperion                               --        (15,580)
Investments in U.S. government securities - pledged                  (83,849)        --
Sale of U.S. Government securities - pledged                            --         15,312
Amounts invested in and advanced to
Olympus and related parties                                          (55,508)     (92,359)
                                                                   ---------    ---------
Net cash used for investing activities                              (294,898)    (700,318)
                                                                   ---------    ---------

Cash flows provided by financing activities:
Proceeds from debt                                                   839,419      335,652
Repayments of debt                                                  (636,115)    (248,185)
Costs associated with debt financings                                (18,090)      (1,994)
Issuance of redeemable exchangeable preferred stock                  147,976         --
Issuance of convertible preferred stock                               97,000         --
Premium paid on early retirement of debt                                --         (3,634)
Issuance of Hyperion Class A common stock                               --        205,599
Issuance of Class A common stock                                        --        275,880
Costs associated with issuances of common stock                         --        (22,030)
Preferred stock dividends paid                                          --        (13,812)
                                                                   ---------    ---------
Net cash provided by financing activities                            430,190      527,476
                                                                   ---------    ---------

Increase (decrease) in cash and cash equivalents                     144,539     (105,865)

Cash and cash equivalents, beginning of period                        61,539      276,895
                                                                   ---------    ---------

Cash and cash equivalents, end of period                           $ 206,078    $ 171,030
                                                                   =========    =========

                      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, 1998, and the results of operations for
the three and six months ended September 30, 1997 and 1998, have been included.
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 fiscal year ended March 31, 1998 ("Annual Report"). The
results of operations for the three and six months ended September 30, 1998 are
not necessarily indicative of the results to be expected for the year ending
March 31, 1999.

1. Significant Events Subsequent to the Annual Report:

         On April 1, 1998, the Company completed an exchange of cable systems
with Time Warner. The Company exchanged its interests in Mansfield, Ohio area
systems, which served approximately 64,400 subscribers, and approximately
$11,000 cash for interests in systems adjacent to systems owned or managed by
Adelphia in Virginia, New England and New York, which served approximately
70,200 subscribers. No gain or loss was recognized in connection with this
transaction.

         On May 8, 1998, Hyperion Telecommunications, Inc. ("Hyperion")
completed an initial public offering ("IPO") of its Class A Common Stock
("Hyperion Stock"). As part of the offering, Adelphia purchased an incremental
3,324,001 shares of Hyperion Stock for $49,900 and converted indebtedness owed
to the Company by Hyperion into 3,642,666 shares of Hyperion Stock. In addition,
Adelphia purchased warrants issued by Hyperion to MCI Metro Access Transmission
Services, Inc., and purchased shares of Hyperion Class B common stock from
certain executive officers of Hyperion for a total purchase price of
approximately $12,580 and $3,000, respectively. Adelphia owns approximately 66%
of the Hyperion common stock on a fully diluted basis and 86% of the total
voting power. Additional net proceeds of $191,411 to Hyperion were received as a
result of the sale of Hyperion Stock to the public. In a related transaction on
June 5, 1998, Hyperion issued and sold 350,000 shares of its Class A Common
Stock at the $16.00 IPO price pursuant to the underwriters' over allotment
option in the IPO. As a result of the IPO, Adelphia's additional paid-in capital
increased approximately $147,000 and minority interests increased approximately
$45,000.

         On June 5, 1998, Adelphia acquired cable systems from Cablevision
Systems. These systems served approximately 11,250 subscribers at the date of
acquisition in southern New York and were purchased for an aggregate price of
$11,500. 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 with the date
acquired.

         Since April 1, 1998, Hyperion entered into a series of agreements,
totaling $107,000 with Qwest Communications, Williams Communications and several
other fiber optic network providers. These agreements will provide Hyperion with
ownership or an indefeasible right of use to over 8,100 route miles of fiber
optic cable, which will significantly increase its presence in the eastern half
of the United States. Through September 30, 1998, Hyperion has paid $38,239 of
the total due under these agreements, which is included in property, plant and
equipment.
<PAGE>

         On July 2, 1998, Adelphia issued $150,000 of 8 1/8% Senior Notes due
2003 (the "Senior Notes"). Net proceeds of approximately $147,300, after payment
of transaction costs, were used to repay debt of subsidiaries. The terms of the
Senior Notes are similar to those of Adelphia's existing publicly held senior
debt.

         On July 31, 1998, Adelphia consummated its transaction with
Tele-Communications, Inc. ("TCI") to form a joint venture limited partnership in
the Western New York region (the "Western New York Partnership"). Pursuant to
this agreement, Adelphia contributed its Western New York and Lorain, Ohio
systems totaling approximately 298,000 subscribers and certain programming
assets and $440,000 in debt. Subsidiaries of TCI contributed their cable systems
in Buffalo, New York; Erie, Pennsylvania; and Ashtabula and Lake County, Ohio,
totaling approximately 171,000 subscribers and $228,000 in debt. Adelphia and
TCI hold a 66.7% and 33.3% interest, respectively, in the partnership. Adelphia
manages the partnership and consolidates the partnership's results of operations
for financial reporting purposes beginning on the acquisition date. As part of
this transaction, the joint venture became a party to one of Adelphia's
subsidiaries' revolving credit facilities and repaid the TCI contributed debt
with the borrowings under that revolving credit facility.

         On August 18, 1998, Adelphia issued 8,190,315 shares of Class A Common
Stock to the public and to the Rigas Family (principal shareholders and officers
of Adelphia). Of this total, 4,100,000 shares were sold to the public at a price
of $32.00 per share, with an underwriting discount of $1.44 per share. The
remaining 4,090,315 shares were sold to entities controlled by the Rigas Family
at the public offering price less the underwriting discount. In a related
transaction on September 14, 1998, the Company issued and sold 615,000 shares of
Class A Common Stock at the offering price of $32.00, with an underwriting
discount of $1.44 per share, pursuant to the underwriters' over-allotment
option. Adelphia realized aggregate net proceeds of $268,038 after deducting
underwriter and other fees.

         On September 1, 1998, a majority owned subsidiary Adelphia acquired 
cable systems from Marcus Cable. These systems served approximately 62,000
subscribers at the date of acquisition in Connecticut and Virginia and were
purchased for an aggregate price of $150,126. 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.

         On September 30, 1998, Adelphia merged a subsidiary of the Company with
the subsidiary of TCI that held an interest in Syracuse Hilton Head Holdings,
L.P. ("SHHH, L.P."), an Adelphia managed partnership controlled by the Rigas
Family. Pursuant to the merger agreement, TCI received 2,250,000 newly issued
shares of the Company's Class A Common Stock, $.01 par value, as a result of the
merger. Simultaneously, SHHH, L.P. distributed certain SHHH, L.P. cable systems,
which serve approximately 34,100 subscribers, in Virginia and North Carolina
(the "Virginia and North Carolina Systems") to Adelphia, in exchange for the
interest acquired by Adelphia from TCI as described above, Adelphia's Preferred
equity investment in Managed Partnership and certain affiliate receivables owed
to Adelphia. The Virginia and North Carolina Systems were distributed to
Adelphia without indebtedness.

         On November 4, 1998, Hyperion entered into purchase agreements with
subsidiaries of MediaOne of Colorado, Inc. ("MediaOne"), its local partner in
the Jacksonville, FL and Richmond, VA networks, whereby MediaOne will be paid
approximately $82,751 in cash for MediaOne's ownership interest in these
networks. In addition, Hyperion will be responsible for the payment of fiber
lease liabilities due to MediaOne in the amount of approximately $14,500, which
are generally payable over the next ten years. Upon consummation of this
<PAGE>

transaction, which is subject to normal closing conditions and receipt of
regulatory approvals, Hyperion's ownership interest in each of these networks
will increase to 100%.

         On November 12, 1998, Adelphia issued $150,000 of 8 3/8% Senior Notes
due 2008 (the "8 3/8% Senior Notes"). Net proceeds of the offering, after
deducting offering expenses, are estimated to be approximately $151,500,
including approximately $3,500 in accrued interest. The proceeds from the
offering were used to repay borrowings under revolving credit facilities of
subsidiaries. The terms of the 8 3/8% Senior Notes are similar to those of
Adelphia's existing publicly held senior debt.

         As of November 13, 1998, the Company had full commitments and
subscriptions for a new $700,000 bank credit facility for the Western New York
Partnership, consisting of a $350,000 reducing revolving credit portion and a
$350,000 term loan portion. The closing of this credit facility is expected to
occur by November 23, 1998 and the initial proceeds are expected to be used to
refinance existing indebtedness of the Western New York Partnership.

2. Debt:

         Subsidiary Debt:

         Subsidiary debt is summarized as follows:
                                                       March 31,   September 30,
                                                         1998          1998
                                                      ----------   ----------
Notes to banks and institutions                       $  827,725   $  870,845
13% Senior Discount Notes of Hyperion due 2003           215,213      213,124
12 1/4% Senior Secured Notes of Hyperion due 2004        250,000      250,000
Other subsidiary debt                                     36,533       35,598
                                                      ----------   ----------

Total Subsidiary debt                                 $1,329,471   $1,369,567
                                                      ==========   ==========



         The following information updates to September 30, 1998, unless
otherwise noted, certain disclosures included in Note 3 to Adelphia's
consolidated financial statements contained in the Annual Report:



Commitments for additional borrowings,
 as of November 13, 1998                                        $     881,500

Weighted average interest rate payable by subsidiaries
 under credit agreements with banks and institutions                     7.27%

Percentage of subsidiary notes to banks and institutions that
 bear interest at fixed rates for at least one year                     10.29%





<PAGE>



         Parent Debt:

                                      March 31,   September 30,
                                        1998          1998
                                     ----------   ----------

12 1/2% Senior Notes due 2002        $   69,838   $     --
10 1/4% Senior Notes due 2000            99,504       99,602
9 7/8% Senior Notes due 2007            347,446      347,539
9 1/4% Senior Notes due 2002            325,000      325,000
10 1/2% Senior Notes due 2004           150,000      150,000
8 3/8% Senior Notes due 2008            149,153      149,182
8 1/8% Senior Notes due 2003               --        149,253
11 7/8% Senior Debentures due 2004      124,579      124,602
9 7/8% Senior Debentures due 2005       128,407      128,488
9 1/2% Pay-In-Kind Notes due 2004       186,347      186,347
                                     ----------   ----------
Total Parent debt                    $1,580,274   $1,660,013
                                     ==========   ==========


3.  Investments:

       Adelphia's nonconsolidated investments are as follows:
<TABLE>
<CAPTION>

                                                           March 31,   September 30,
                                                             1998          1998
                                                           ---------    ---------
Investments accounted for using the equity method:
Gross investment:
<S>                                                        <C>          <C>      
Hyperion investments in joint ventures                     $  66,648    $  80,164
Page Call, Inc.\Benbow PCS Ventures, Inc.                     15,539       17,170
Mobile communications                                         15,387       17,633
Other                                                          4,705        9,129
                                                           ---------    ---------
Total                                                        102,279      124,096
                                                           ---------    ---------

Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P.                                 40,497       43,100
SuperCable ALK International                                   3,190        3,190
Programming ventures                                           1,427        1,470
Mobile communications                                          2,582        2,807
Other                                                            812          673
                                                           ---------    ---------
Total                                                         48,508       51,240
                                                           ---------    ---------

Total investments before cumulative equity in net losses     150,787      175,336
Cumulative equity in net losses                              (22,960)     (29,689)
                                                           ---------    ---------
Total investments                                          $ 127,827    $ 145,647
                                                           =========    =========
</TABLE>

<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.

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

                                                March 31,        September 30,
                                                  1998               1998
                                           ----------------   -----------------

Cumulative equity in loss 
 over investment in Olympus                $      (94,833)     $      (99,917)
Amounts due from Olympus                           63,631             130,861
                                           ----------------   -----------------
                                           $      (31,202)     $        30,944
                                           ================   =================



         The investment in Olympus represents a 50% voting interest in such
partnership and is being accounted for using the equity method. Summarized
unaudited results of operations of Olympus are as follows:


                                                     Nine Months Ended
                                                        September 30,
                                           ------------------------------------
                                                  1997                1998
                                           ----------------   -----------------
       Revenues                            $       126,818    $        156,497
       Net loss                                    (15,020)            (15,265)
       Net loss of general partners
        after priority return                      (70,783)            (80,855)

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 $108,908 and $134,851 for the six
months ended September 30, 1997 and 1998, respectively. Accumulated depreciation
of property, plant and equipment amounted to $649,527 and $720,989 at March 31
and September 30, 1998, respectively. Accumulated amortization of intangible
assets amounted to $211,967 and $251,306 at March 31 and September 30, 1998,
respectively. Interest expense - net includes interest income of $1,658 and
$7,907 for the three months ended September 30, 1997 and 1998 and $4,102 and
$15,987 for the six months ended September 30, 1997 and 1998, 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>

7.  Income Taxes:

         Income tax  (expense)  benefit for the three and six months  ended 
September 30, 1998 was $(852) and $4,762, respectively, which was substantially 
comprised of deferred tax.

8.  Recent Accounting Pronouncements:

         Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," has been issued
and is effective for fiscal quarters of fiscal years beginning after June 15,
1999. SFAS No. 133 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 evaluated the impact of SFAS No. 133 on the Company's condensed
consolidated financial statements.

9.  Commitments and Contingencies:

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

10. Reclassifications:

         Certain prior period amounts have been reclassified to conform with the
current period presentation.

<PAGE>


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             (Dollars in thousands)


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

Results of Operations

         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,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, product acceptance, technological
developments, year 2000 issue and changes in the competitive environment in
which the Company operates.

         Adelphia Communications Corporation and its subsidiaries ("Adelphia" or
the "Company") operates primarily in two lines of business within the
telecommunications industry: cable television and related investments
("Adelphia, excluding Hyperion") and competitive local exchange carrier ("CLEC")
telephony ("Hyperion"). The balance sheet data as of March 31, 1998 and
September 30, 1998 and the other data for the three and six months ended
September 30, 1997 and 1998 of Hyperion presented below have been derived from
the consolidated financial statements of Hyperion not included herein.

         A majority owned subsidiary of the Company, Hyperion, together with its
subsidiaries owns CLEC networks and investments in CLEC joint ventures and
manages those networks and joint ventures. Hyperion is an unrestricted
subsidiary for purposes of the Company's indentures. For further information
regarding Hyperion, which also files reports pursuant to the Securities Exchange
Act of 1934, see Hyperion's Form 10-Q for the quarterly period ended September
30, 1998.

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

Balance Sheet Data:
                                                        March 31,  September 30,
Adelphia Consolidated                                      1998          1998
                                                       -----------  -----------
Total assets                                           $2,304,671   $2,797,493
Total debt                                              2,909,745    3,029,580
Investments (a)                                           150,787      175,336
Redeemable preferred stock                                355,266      369,399
Convertible preferred stock (liquidation preference)      100,000      100,000

Hyperion
Total assets                                           $  639,992   $  846,980
Total debt                                                528,776      489,815
Investments (a)                                            66,648       80,164
Redeemable preferred stock                                207,204      221,251

Adelphia, excluding Hyperion
Total assets                                           $1,664,679   $2,105,513
Total debt                                              2,380,969    2,694,765
Investments (a)                                            84,139       95,172
Redeemable preferred stock                                148,062      148,148
Convertible preferred stock (liquidation preference)      100,000      100,000
<PAGE>


<TABLE>
<CAPTION>

                                           Three Months Ended         Six Months Ended
                                             September 30,              September 30,
                                        ----------------------    ------------------------
                                           1997         1998         1997        1998
                                        ---------    ---------    ---------   -----------
Other Data:

Adelphia Consolidated
<S>                                     <C>          <C>          <C>          <C>      
Revenues                                $ 128,990    $ 169,387    $ 251,634    $ 314,143
Priority income                            12,000       12,000       23,765       24,000
Operating expenses (b)                     62,012       89,638      123,944      167,487
Depreciation and amortization expense      33,586       46,083       67,319       84,642
Operating income                           33,392       33,666       60,371       62,014
Interest expense - net                    (62,432)     (63,317)    (124,169)    (126,062)
Preferred stock dividends                  (4,550)     (14,072)      (4,550)     (27,924)
Capital expenditures                       37,081      104,597       80,615      178,852
Cash paid for acquisitions                  7,638      381,082       37,147      403,851
Cash used for investments                   8,920       15,022       37,779       24,988

Hyperion
Revenues                                $   2,187    $  12,098    $   3,707    $  19,733
Operating expenses (b)                      4,305       17,447        7,865       30,868
Depreciation and amortization expense       2,311        9,843        3,683       15,963
Operating loss                             (4,429)     (15,192)      (7,841)     (27,098)
Interest expense - net                     (9,624)      (5,371)     (16,938)     (13,016)
Preferred stock dividends                    --         (7,166)        --        (14,112)
Capital expenditures                        7,465       68,231       26,231      111,695
Cash paid for acquisitions                  7,638         --          7,638         --
Cash used for investments                   8,609       10,611       26,640       13,516

Adelphia, excluding Hyperion
Revenues                                $ 126,803    $ 157,289    $ 247,927    $ 294,410
Priority income                            12,000       12,000       23,765       24,000
Operating expenses (b)                     57,707       72,191      116,079      136,619
Depreciation and amortization expense      31,275       36,240       63,636       68,679
Operating income                           37,821       48,858       68,212       89,112
Interest expense - net                    (52,808)     (57,946)    (107,231)    (113,046)
Preferred stock dividends                  (4,550)      (6,906)      (4,550)     (13,812)
Capital expenditures                       29,616       36,366       54,384       67,157
Cash paid for acquisitions                   --        381,082       29,509      403,851
Cash used for investments                     311        4,411       11,139       11,472

<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 six
months ended September 30, 1997 and 1998 from monthly subscriber fees for basic,
satellite, premium and ancillary services (such as installations and equipment
rentals), local and national advertising sales, pay-per-view programming, high
speed data services and CLEC telecommunications services.

         The changes in Adelphia's operating results for the three and six
months ended September 30, 1998 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 currently owned by Olympus. The "Managed Systems" are
affiliated systems managed by Adelphia.


                                September 30,         Percent        
                           -----------------------    Increase
                              1997          1998     (Decrease)
                           ----------    ---------   ----------
Homes Passed by Cable
---------------------
Company Owned Systems      1,616,554     2,124,473     31.4%
Olympus Systems              676,910       828,500     22.4%
Managed Systems              428,314       284,716    (33.5%)
                          ----------    ----------    
Total Systems              2,721,778     3,237,689     19.0%
                          ==========    ==========    

Basic Subscribers
-----------------
Company Owned Systems      1,177,543     1,530,699     30.0%
Olympus Systems              434,730       551,588     26.9%
Managed Systems              306,314       216,229    (29.4%)
                          ----------    ----------    
Total Systems              1,918,587     2,298,516     19.8%
                          ==========    ==========    


         Managed Systems' data, as of September 30, 1998, reflect the sales of
systems consisting of approximately 79,900 and 47,100 homes passed and
approximately 63,400 and 34,100 basic subscribers to Olympus and Adelphia,
respectively.



<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.



                                      Three Months Ended   Six Months Ended
                                         September 30,       September 30,
                                      ------------------ ------------------
                                         1997     1998     1997    1998
                                       -------  -------  -------  -------
Revenues                                100.0%   100.0%   100.0%   100.0%

Operating expenses:
Direct operating and programming         29.9%    33.4%    31.1%    33.5%
Selling, general and administrative      18.2%    19.5%    18.2%    19.8%
Depreciation and amortization            26.0%    27.2%    26.8%    26.9%
                                        ------   ------   ------   ------

Operating income                         25.9%    19.9%    23.9%    19.8%
                                        ======   ======   ======   ======



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


                                                       Three Months Ended
                                                           September 30,
                                                  ------------------------------
                                                      1997              1998
                                                  ------------      ------------
Regulated service and equipment                        76%               72%
Premium programming                                    11%                9%
Advertising sales and other services                   11%               12%
Competitive local exchange carrier services             2%                7%



         Revenues increased approximately 31.3% and 24.8% for the three and six
month periods ended September 30, 1998 compared with the same periods of the
prior year. The increases are attributable to the following:


                                                 Three Months       Six Months
                                                     Ended            Ended
                                                 September 30,    September 30,
                                                     1998              1998
                                                 -------------    --------------
Acquisitions                                          60%              58%
Basic subscriber growth                                4%               4%
Rate increases                                        20%              24%
Premium programming                                   (4%)             (6%)
Competitive local exchange carrier services           13%              10%
Advertising sales and other services                   7%              10%

<PAGE>


         Effective August 1, 1998, 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 paging, high-speed data services, long distance and CLEC services also
had a positive impact on revenues for the quarter ended September 30, 1998. 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. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 46.8% and 34.7% for the three and six month
periods ended September 30, 1998 compared with the same periods of the prior
year. Such increases were primarily due to increased operating expenses from
acquired systems, increased programming costs and incremental costs associated
with increased subscribers. Additionally, Hyperion expenses increased due to
expansion of operations at its network control center, as well as an increase in
the number and size of its networks, which resulted in increased employee
related costs and equipment maintenance costs. The consolidation of the Buffalo,
Syracuse, New Jersey, Louisville, Lexington and Harrisburg networks also
increased Hyperion's costs related to operations.

         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 40.8% and
35.9% for the three and six month periods ended September 30, 1998 compared with
the same periods of the prior year. The increases were primarily due to
incremental costs associated with acquisitions, subscriber growth and Hyperion
overhead and network operating and control center cost increases to accommodate
the growth in the number of networks managed and monitored, as well as the
consolidation of the networks mentioned in direct operating and programming
expenses.

         Depreciation and Amortization. Depreciation and amortization, excluding
Hyperion, increased 15.9% and 7.9% for the three and six month periods ended
September 30, 1998, respectively, compared with the same periods of the prior
year primarily due to increased depreciation and amortization related to
acquisitions consummated during the years ended March 31, 1997 and 1998, as well
as increased capital expenditures made during the past several years.
Depreciation and amortization, for Hyperion, increased 326% and 333% for the
three and six month periods ended September 30, 1998, respectively. These
increases were primarily a result of increased amortization of deferred
financing costs and increased depreciation resulting from the higher depreciable
asset bases of the Hyperion network operations control center, its wholly owned
networks and the consolidation of several of its networks.

         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 Hyperion,
increased 9.7% and 5.4% for the three and six month periods ended September 30,
1998 compared with the same periods of the prior year. Interest expense - net,
including Hyperion, increased 1.4% and 1.5% for the three and six month periods
ended September 30, 1998, as compared with the same periods of the prior year.
Interest expense increased primarily due to incremental debt related to
acquisitions and the issuance of the Hyperion 12 1/4% Senior Secured Notes.
These increases were offset by Hyperion's interest income on cash balances.
Interest expense includes noncash accretion of original issue discount on the
Hyperion 13% Senior Discount Notes and noncash interest expense totaling $7,908
and $15,803 for the three and six month periods ended September 30, 1998
compared with $15,771 and $22,629 the same periods of the prior year.
<PAGE>

         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) Hyperion's pro-rata
share of its less than majority owned partnerships' operating losses.

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

         Hyperion Preferred Stock Dividends. During the three and six month
periods ended September 30, 1998, Hyperion incurred $7,166 and $14,112 of
expense relating to its 12 7/8% Senior Exchangeable Redeemable Preferred Stock
issued in October 1997.

         Extraordinary Loss on Early Retirement of Debt. During the six months
ended September 30, 1998, $69,838 of 12 1/2% Senior Notes due 2002 were redeemed
at 103% of principal and subsidiary debt in the amount of $52,000 was repaid
prior to its maturity, at a premium. Additionally, Hyperion retired $25,160 face
value of its 13% Senior Discount Notes, resulting in a gain. As a result of
these transactions, Adelphia recognized a net extraordinary loss on early
retirement of debt of $4,337.

         Income Tax Benefit. Income tax (expense) benefit for the three and six
months ended September 30, 1998 is primarily due to the impact of a change in
tax law which extends the number of years the Company can utilize its net
operating loss carryforward generated in the current fiscal year.



<PAGE>




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 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. Over 50%
of Adelphia's networks have bandwidth capacity of 550 Mhz or greater. 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 services. A portion of the
bandwidth will be allocated to new service offerings such as two-way data,
telephony and video-on-demand. By the end of fiscal 1999, approximately 50% of
customers will be served by two-way cable plant.

         Capital expenditures for Adelphia, excluding Hyperion for the six
months ended September 30, 1997 and 1998 were $54,384 and $67,157, respectively.
Capital expenditures, including Hyperion, for the six months ended September 30,
1997 and 1998 were $80,615 and $178,852, respectively. Capital expenditures for
Hyperion for the six months ended September 30, 1998 compared with the six
months ended September 30, 1997, increased primarily due to the upgrade of plant
in markets in which Hyperion purchased its local partners' interests, payments
for indefeasible right of use agreements for fiber optic networks and the
commencement of switching services. The Company expects that capital
expenditures excluding Hyperion for fiscal 1999 will be in the range of
approximately $150,000 to $170,000. Hyperion estimates that it will require
approximately $160,000 to fund anticipated capital expenditures, working capital
requirements, operating losses and investments in its existing and its planned
new networks through the remaining six months of fiscal 1999.

         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 Hyperion 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.
<PAGE>

         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 Hyperion, 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, 1998, the Company's total outstanding debt aggregated
$3,029,580, which included $1,660,013 of parent debt, $489,815 of Hyperion debt
and $879,752 of other subsidiary debt. The Company had aggregate cash and cash
equivalents, unused credit lines with banks and bank commitments of $1,052,530,
as of November 13, 1998. At September 30, 1998, Adelphia's subsidiaries had an
aggregate of $30,000 in unused credit lines with banks and institutions.
Subsequent to September 30, 1998, the Company received commitments from banks
totaling $700,000 for an 8 1/2 year credit facility expected to be completed
during the quarter ended December 31, 1998. Additionally, the Company completed
a public offering of senior notes with net proceeds of $151,500, which were used
to repay borrowings under revolving credit facilities of subsidiaries. In
addition, the Company had an aggregate $171,030 in cash and cash equivalents at
September 30, 1998.

         The Company's weighted average interest rate on notes payable to banks
and institutions was approximately 8.96% at September 30, 1997 compared to 7.27%
at September 30, 1998. At September 30, 1998, approximately 10.29% 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 six months based
on amounts outstanding at September 30, 1998:

       Six months ending March 31, 1999                      $      45,887
       Year ending March 31, 2000                                  100,069
       Year ending March 31, 2001                                  236,117
       Year ending March 31, 2002                                  159,930
       Year ending March 31, 2003                                  504,708

         Reference is made to Note 1 of the condensed consolidated financial
statements included elsewhere in this Form 10-Q for discussion of significant
events and financings subsequent to March 31, 1998, which is incorporated by
reference herein.

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

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

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

Regulatory and Competitive Matters

         The cable television operations of the Company may be adversely
affected by changes and developments in governmental regulation, competitive
forces and technology. The cable television industry and the Company are subject
to extensive regulation at the federal, state and local levels. The 1992 Cable
Act significantly expanded the scope of regulation of certain subscriber rates
and a number of other matters in the cable industry, such as mandatory carriage
of local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC 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") ends FCC regulation of cable
programming service tier rates on March 31, 1999.

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

         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. Recently, New Jersey Bell
telephone company announced it will be shutting down its OVS operation in Dover
Township, New Jersey at the end of the year and RCN 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.

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 is evaluating the impact of the year 2000 issue on its business
applications and its products and services. The evaluation includes a review of
the Company's information technology systems, cable network equipment and other
embedded technologies. A significant portion of the Company's computerized
systems and technologies have been developed, installed or upgraded in recent

<PAGE>

years and are generally more likely to be year 2000 ready. The Company is also
evaluating the potential impact as a result of its reliance on third-party
systems that may have year 2000 issue.

         Computerized business applications that could be adversely affected by
the year 2000 issue include:
-   information processing and financial reporting systems,
-   customer billing systems,
-   customer service systems,
-   telecommunication transmission and reception systems, and
-   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:
-   inventorying and assessing the impact on affected technology and systems,
-   developing solutions for affected technology and systems,
-   modifying or replacing affected technology and systems, 
-   testing and verifying solutions, 
-   implementing solutions, and
-   developing contingency plans.

         The Company has substantially completed inventorying and assessing the
affected computerized systems and technologies. The Company is in various stages
of its year 2000 compliance program with respect to the remaining phases as it
relates to 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 is in the process of implementing. The Company expects its financial
reporting systems to be year 2000 compliant by June 1999.

         A third-party billing vendor currently facilitates customer billing.
The Company is currently in the process of testing an in-house service ordering,
provisioning, maintenance and billing system that would replace the third-party
billing vendor. The Company expects to have this new system implemented by June
1999. On a contingency basis, the third-party vendor has provided a written
statement that it will certify it is fully year 2000 compliant by June 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 is engaged in a comprehensive internal inventory and
assessment of all hardware components and component controlling software
throughout its telecommunication networks. The Company expects to implement any
hardware and software modifications, upgrades or replacements resulting from the
internal review by June 1999.

         Costs incurred to date directly related to addressing the year 2000
issue have not been material. 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 $2,500.
Although the Company will continue to incur substantial capital expenditures in
the ordinary course of meeting its telecommunications system upgrade goals

<PAGE>

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 has begun 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 relay 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, 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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         Not applicable.



                -------------------------------------------------



<PAGE>


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

          None

Item 2.  Changes in Securities and Use of Proceeds

           None

Item 3.  Defaults Upon Senior Securities

          None

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

          The annual meeting of the stockholders of the Company was held on
          October 6, 1998. Stockholders entitled to vote a total of 135,258,110
          votes out of 137,728,603 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 and (b) seven 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. The stockholder voting results are as follows:
<TABLE>
<CAPTION>


                                                      Class of                                    Broker
                                                        Stock       Vote for      Withheld       Non-Votes
                                                      --------      -----------   --------      ----------
(a)  Class A Director Elected

<S>                                                   <C>          <C>             <C>          <C>             
     Perry S. Patterson                                Class A       25,616,966      196,384             -

(b)  Class A and B Directors Elected

     John J. Rigas                                     Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     Michael J. Rigas                                  Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     Timothy J. Rigas                                  Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     James P. Rigas                                    Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     Daniel R. Milliard                                Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     Pete J. Metros                                    Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

     Dennis P. Coyle                                   Class A       25,616,966      196,384             -
                                                       Class B      109,444,760            -             -

</TABLE>


<PAGE>



Item 5.  Other Information

          None

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit No.           Description


10.01    U.S. Underwriting Agreement between the Registrant and the
         Representatives of the U.S. Underwriters named therein, dated August
         12, 1998 (Incorporated herein by reference is Exhibit 10.01 from the
         Form 8-K of the Registrant for the event dated August 18, 1998) (File
         No. 000-16104).

10.02    International Underwriting Agreement between the Registrant and the
         Lead Managers of the Managers named therein, dated August 12, 1998
         (Incorporated herein by reference is Exhibit 10.02 from the Form 8-K of
         the Registrant for the event dated August 18, 1998)(File No.
         000-16104).

10.03    Direct Purchase Agreement between the Registrant and Highland
         Communications, L.L.C., dated August 12, 1998 (Incorporated herein by
         reference is Exhibit 10.03 from the Form 8-K of the Registrant for the
         event dated August 18, 1998)(File No. 000-16104).

10.04     Adelphia Communications Corporation 1998 Long-Term Incentive 
         Compensation Plan (Incorporated herein by reference is Exhibit A to the
         Registrant's Proxy Statement for the ........Annual Meeting of
         Stockholders on October 6, 1998)(File No. 000-16104).

10.05    Distribution Agreement dated as of August 31, 1998 among Syracuse 
         Hilton Head Holdings, L.P., Adelphia Communications Corporation and
         SHHH Acquisition Corp. (Filed Herewith).

10.06    Second Amendment to Credit Agreement, dated as of April 12, 1996, among
         Chelsea Communications, Inc., Kittaning Cablevision Inc., Robinson/Plum
         Cablevision L. P., the several banks and financial institutions parties
         thereto, and Toronto Dominion (Texas), Inc. as Administrative Agent
         (Filed Herewith).

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

         (b) Reports on Form 8-K:

         Form 8-Ks were filed on July 2, 1998, July 6, 1998, July 23, 1998,
August 10, 1998, August 21, 1998 and September 11, 1998, which reported
information under items 5 and 7 thereof. No financial statements were filed with
such Form 8-Ks.


                -------------------------------------------------

<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 16, 1998                By:   /s/ Timothy J. Rigas           
                                            ---------------------------------
                                                  Timothy J. Rigas
                                        Executive Vice President (authorized
                                        officer), Chief Financial Officer, Chief
                                        Accounting Officer and Treasurer