EXHIBIT 1.01

                                6,000,000 Shares

                       Adelphia Communications Corporation

                              Class A Common Stock


                             UNDERWRITING AGREEMENT


                                                                 October 1, 1999

SALOMON SMITH BARNEY INC.
as Representative of the several Underwriters named on Schedule I
hereto
        c/o Salomon Smith Barney Inc.
        388 Greenwich Street
        New York, New York 10013

Ladies & Gentlemen:

         Adelphia Communications Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell an aggregate of 6,000,000 shares (the
"Firm Shares") of its Class A Common Stock, $.01 par value per share (the "Class
A Common Stock"), to the several underwriters named on Schedule I hereto (the
"Underwriters") for whom Salomon Smith Barney Inc., is acting as representative
in such capacity, the "Representative"). The Company also proposes to sell to
the Underwriters, upon the terms and conditions set forth in Section 2 hereof,
up to an additional 900,000 shares (the "Additional Shares") of Class A Common
Stock. The Firm Shares and the Additional Shares are hereinafter collectively
referred to as the "Shares." The Company previously announced the following
pending acquisitions: Olympus Communications, L.P., FrontierVision Partners,
L.P., Harron Communications Corp. and Century Communications Corp. (collectively
the "Acquired Companies"). With respect to the representations, warranties and
agreements made by the Company in this Agreement concerning the Acquired
Companies, such representations, warranties and agreements shall be limited to
the knowledge of the Company in all cases.

         The Company wishes to confirm as follows its agreement with the
Underwriters in connection with the purchase of the Shares by the Underwriters.

         1. Registration Statement and Prospectus. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a Registration Statement on Form S-3 under the Act (the "Registration
Statement"), including a prospectus and a prospectus supplement relating to the
Shares. The term "Registration Statement" as used in this Underwriting Agreement
means the Registration Statement (including all financial schedules and
exhibits), as supplemented or amended at the time of the execution of this
Underwriting Agreement. If a post-effective amendment or supplement to a
registration statement is filed in connection with the offering of the Shares,
the term "Registration Statement" as used in this Underwriting Agreement means
the Registration Statement as amended by said post-effective amendment or
supplement. The term "Prospectus" as used in this Underwriting Agreement means
the prospectus (including the prospectus supplement relating to the Shares) in
the form included in the Registration Statement, or, if the prospectus
(including the prospectus supplement relating to the Shares) included in the
Registration Statement omits information in reliance on Rule 430A under the Act
and such information is included in a prospectus (or a prospectus supplement)
filed with the Commission pursuant to Rule 424(b) under the Act, the term
"Prospectus" as used in this Underwriting Agreement means the prospectus
(including the prospectus supplement relating to the Shares) in the form
included in the Registration Statement as supplemented by the addition of the
Rule 430A information contained in the prospectus (including the prospectus
supplement relating to the Shares) filed with the Commission pursuant to Rule
424(b). Any reference in this Underwriting Agreement to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the date of the Registration Statement or the Prospectus
and any reference to any amendment or supplement to the Registration Statement
or the Prospectus shall be deemed to refer to and include any documents filed
after such date under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") which, upon filing, are incorporated by reference therein, as
required by paragraph (b) of Item 12 of Form S-3. As used herein, the term
"Incorporated Documents" means the documents which at the time are incorporated
by reference in the Registration Statement, the Prospectus, or any amendment or
supplement thereto.

         For purposes of this Underwriting Agreement: "Rules and Regulations"
means the rules and regulations adopted by the Commission under either the Act
or the Exchange Act, as applicable.

         2. Agreements to Sell and Purchase. The Company hereby agrees, subject
to all the terms and conditions set forth herein, to issue and sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Underwriter severally agrees to purchase from
the Company, at a purchase price of $55.00 per share (the "purchase price per
share"), the Firm Shares as set forth in Schedule I hereto.

         The Company also agrees, subject to all the terms and conditions set
forth herein, to sell to the Underwriters, and, upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, the Underwriters shall
have the right to purchase from the Company, at the purchase price per share,
pursuant to an option (the "over-allotment option") which may be exercised at
any time and from time to time prior to 5:00 P.M., New York City time, on the
30th day after the date of the Prospectus (or, if such 30th day shall be a
Saturday or Sunday or a holiday, on the next business day thereafter when the
Nasdaq National Market is open for trading), up to an aggregate of 900,000
Additional Shares. Additional Shares may be purchased only for the purpose of
covering over-allotments made in connection with the offering of the Firm
Shares.

         3. Terms of Public Offering. The Company has been advised by the
Underwriters that the Underwriters propose to make a public offering of their
respective portions of the Firm Shares as soon after this Underwriting Agreement
has become effective as in the Underwriters' judgment is advisable and initially
to offer the Firm Shares upon the terms set forth in the Prospectus.

         4. Delivery of the Shares and Payment Therefor. Delivery to the
Underwriters of and payment for the Firm Shares shall be made at the office of
Latham & Watkins, 885 Third Avenue, New York, New York 10022 at 10:00 A.M., New
York City time, on October 6, 1999 (the "Closing Date"). The place of closing
for the Firm Shares and the Closing Date may be varied by agreement between the
Underwriters and the Company.

         Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at the aforementioned office
of Latham & Watkins at such time on such date (the "Option Closing Date"), which
may be the same as the Closing Date but shall in no event be earlier than the
Closing Date nor earlier than two nor later than five business days after the
giving of the notice hereinafter referred to, as shall be specified in a written
notice from the Representative on behalf of the Underwriters to the Company of
the Underwriters' determination to purchase a number, specified in such notice,
of Additional Shares. The place of closing for any Additional Shares and the
Option Closing Date for such Shares may be varied by agreement between the
Representative on behalf of the Underwriters and the Company.

         Certificates for the Firm Shares and any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as the Underwriters shall request prior to 9:30 A.M., New York City time, on the
second business day preceding the Closing Date or the Option Closing Date, as
the case may be. Such certificates shall be made available to the Underwriters
in New York City for inspection and packaging not later than 9:30 A.M., New York
City time, on the business day next preceding the Closing Date or the Option
Closing Date, as the case may be. The certificates evidencing the Firm Shares or
any Additional Shares to be purchased hereunder shall be delivered to the
Underwriters on the Closing Date or the Option Closing Date, as the case may be,
against payment of the purchase price therefor in immediately available funds.

         5. Agreements of the Company. The Company agrees with the Underwriters
as follows:

                  (a) If, at the time this Underwriting Agreement is executed
and delivered, it is necessary for a post-effective amendment thereto to be
declared effective before the offering of the Underwritten Shares may commence,
the Company will endeavor to cause the Registration Statement or such
post-effective amendment to become effective as soon as possible and will advise
the Underwriters promptly and, if requested by the Underwriters, will confirm
such advice in writing, when the Registration Statement or such post-effective
amendment has become effective.

                  (b) The Company will advise the Underwriters promptly and, if
requested by the Underwriters, will confirm such advice in writing: (i) of any
request by the Commission for amendment of or a supplement to the Registration
Statement or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (e)
below, of the happening of any event which makes any statement of a material
fact made in the Registration Statement or the Prospectus untrue or which
requires the making of any additions to or changes in the Registration Statement
or the Prospectus in order to state a material fact required by the Act or the
regulations thereunder to be stated therein or necessary in order to make the
statements therein not misleading, or of the necessity to amend or supplement
the Prospectus to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to obtain
the withdrawal of such order at the earliest possible time.

                  (c) The Company will furnish to the Underwriters, without
charge, one signed copy of the Registration Statement as originally filed with
the Commission and of each amendment and supplement thereto, including financial
statements and all exhibits thereto, and will also furnish to the Underwriters,
without charge, such number of conformed copies of the Registration Statement as
originally filed and of each amendment thereto, but without exhibits, as the
Underwriters may request.

                  (d) The Company will not (i) file any amendment to the
Registration Statement or make any amendment to the Prospectus or any amendment
to any of the documents incorporated by reference in the Prospectus or amend or
supplement the prospectus supplement utilized in connection with this offering
of which the Underwriters shall not previously have been advised or to which the
Underwriters shall object after being so advised or (ii) so long as, in the
written opinion of counsel for the Underwriters, a prospectus is required to be
delivered in connection with sales by any Underwriter or dealer, file any
information, documents or reports pursuant to the Exchange Act, without
delivering a copy of such information, documents or reports to the Underwriters,
prior to or concurrently with such filing.

                  (e) As soon after the execution and delivery of this
Underwriting Agreement as possible and thereafter from time to time for such
period as in the written opinion of counsel for the Underwriters a prospectus is
required by the Act to be delivered in connection with sales by any Underwriters
or dealer, the Company will expeditiously deliver to the Underwriters and each
dealer, without charge, as many copies of the Prospectus as the Underwriters may
request. The Company consents to the use of the Prospectus in accordance with
the provisions of the Act and with the securities or Blue Sky laws of the
jurisdictions in which the Shares are offered by the Underwriters and by all
dealers to whom Shares may be sold, both in connection with the offering and
sale of the Shares and for such period of time thereafter as the Prospectus is
required by the Act to be delivered in connection with sales by the Underwriters
or any dealer. If during such period of time any event shall occur that in the
judgment of the Company or in the opinion of counsel for the Underwriters is
required to be set forth in the Prospectus or should be set forth therein in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to supplement or
amend the Prospectus to comply with the Act or any other law, the Company will
forthwith prepare and, subject to the provisions of paragraph (d) above, file
with the Commission an appropriate supplement or amendment thereto and will
expeditiously furnish to the Underwriters and dealers a reasonable number of
copies thereof.

                  (f) The Company will cooperate with the Underwriters and with
counsel for the Underwriters in connection with the registration or
qualification of the Shares for offering and sale by the Underwriters and by
dealers under the securities or Blue Sky laws of such jurisdictions as the
Underwriters may designate and will file such consents to service of process or
other documents necessary or appropriate in order to effect such registration or
qualification; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to service of process in suits, other
than those arising out of the offering or sale of the Shares, in any
jurisdiction where it is not now so subject.

                  (g) The Company will make generally available to its security
holders a consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Act.

                  (h) During the period of five years after the date of this
Underwriting Agreement, the Company will (i) make generally available a copy of
each report of the Company mailed to stockholders or filed with the Commission
or the Nasdaq National Market and will promptly notify the Underwriters of such
mailing or filing and (ii) furnish to the Underwriters from time to time such
other information concerning the Company and its subsidiaries as the
Underwriters may request.

                  (i) If this Underwriting Agreement shall terminate or shall be
terminated after execution pursuant to any provisions hereof (otherwise than by
notice given by the Underwriters terminating this Underwriting Agreement
pursuant to Section 10 or Section 12 hereof) or if this Underwriting Agreement
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Company to comply with the terms or fulfill any of the conditions of
this Underwriting Agreement, the Company agrees to negotiate in good faith
regarding the reimbursement to the Underwriters for out-of-pocket expenses
(including fees and expenses of counsel for the Underwriters) incurred by the
Underwriters in connection herewith.

                  (j) The Company will apply the net proceeds from the sale of
the Shares substantially in accordance with the description set forth in the
Prospectus.

                  (k) If Rule 430A of the Act is employed, the Company will
timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise
the Underwriters of the time and manner of such filing.

                  (l) The Company will use its best efforts to have the Shares
listed, subject to notice of issuance, on the Nasdaq National Market as of the
Closing Date.

                  (m) For a period of 90 days after the date hereof (the
"Lock-up Period"), the Company will not, without the prior written consent of
Salomon Smith Barney Inc., offer, sell, contract to sell or otherwise dispose of
any shares of common stock of the Company (or any securities convertible into or
exercisable or exchangeable for common stock of the Company) or grant any
options or warrants to purchase common stock of the Company, or announce any
intention to do any of the foregoing, except for agreements, transactions or
activities in connection with (i) sales to the Underwriters pursuant to this
Agreement; (ii) the issuance of options or grants of shares under the Company's
employee benefit, stock option or stock plans in existence on the date hereof or
in existence from time to time; (iii) the issuance of any shares pursuant to any
existing agreements; (iv) the issuance of shares of Class A Common Stock
pursuant to a conversion of any Class B common stock or convertible preferred
stock outstanding on the date hereof; (v) the issuance of capital stock of the
Company to the persons or entities named on Schedule II hereto; (vi) any private
placement of capital stock of the Company; provided that such capital stock
shall remain "restricted securities" (as defined in Rule 144(a)(3) of the Act)
for any remaining portion of the Lock-up Period; and (vii) any issuance of
shares in connection with a bona fide acquisition of telecommunications assets
or an entity in the telecommunications business.

                  (n) The Company will furnish to the Underwriters "lock-up"
letters, in form and substance satisfactory to the Underwriters, duly signed by
the persons or entities set forth on Schedule II hereto.

                  (o) Except as stated in this Underwriting Agreement and the
Prospectus, the Company has not taken, nor will it take, directly or indirectly,
any action designed to or that might reasonably be expected to cause or result
in stabilization or manipulation of the price of the Class A Common Stock to
facilitate the sale or resale of the Shares.

         6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

                  (a) The Registration Statement in the form in which it became
or becomes effective and also in such form as it may be when any post-effective
amendment thereto has or shall become effective and the Prospectus and any
supplement or amendment thereto when filed with the Commission under Rule 424(b)
under the Act, complied or will comply in all material respects with the
provisions of the Act and did not or will not at any such times contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
except that this representation and warranty does not apply to statements in or
omissions from the Registration Statement or the Prospectus made in reliance
upon and in conformity with information relating to any Underwriter furnished to
the Company in writing by an Underwriter expressly for use therein.

                  (b) Neither the Company nor any of the Acquired Companies has
sustained since December 31, 1998 any material loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Prospectus,
there has not been any reduction in the consolidated stockholders' equity or
change in the capital stock, as applicable (other than reductions in the
ordinary course of business consistent with prior periods), material increase in
the total amount of short-term debt (excluding trade payables) and long-term
debt of the Company or any of its material subsidiaries (the "Subsidiaries,"
which term shall be deemed to include all of the Acquired Companies and each of
their material subsidiaries for purposes of this Section 6) or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
partners' equity, shareholders' equity or results of operations of the Company
and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Prospectus.

                  (c) (i) Each of the Subsidiaries that is a partnership has
been duly formed and is validly existing as a partnership in good standing under
the laws of its state of formation, with full power and authority (partnership
and other) to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign partnership for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction
except where the failure to so qualify would not have a material adverse effect
on the business, general affairs, management, financial position, partners
equity or shareholders' equity (other than reductions in the ordinary course of
business consistent with prior periods), results of operations or prospects of
the Company and its subsidiaries, taken as a whole (a "Material Adverse
Effect"); and (ii) each of the Company and the Subsidiaries that are
corporations has been duly incorporated and is validly existing as a corporation
in good standing under the laws of its state of incorporation, with full power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction except where the failure to so qualify would not have a
Material Adverse Effect.

                  (d) The Company has all requisite corporate power and
authority to execute, deliver and perform its obligations under this
Underwriting Agreement and the Direct Offering Agreement, dated as of the date
hereof and as in effect on the date hereof, between the Company and Highland
Holdings (together with all of the financing and other ancillary agreements
thereto dated as of or prior to the Closing Date, the "Direct Offering
Agreement"), pursuant to which the Company will issue 2,500,000 shares of the
Company's Class B common stock (the "Direct Offering Shares") to Highland
Holdings, and to consummate the transactions contemplated hereby and thereby,
including, without limitation, the corporate power and authority to issue, sell
and deliver the Shares as provided herein.

                  (e) Each of this Underwriting Agreement and the Direct
Offering Agreement has been duly and validly authorized, executed and delivered
by the Company and is the legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except insofar as
indemnification and contribution provisions may be limited by applicable law or
public policy or equitable principles and subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization or similar laws affecting the
rights of creditors generally and subject to general principles of equity.

                  (f) All the outstanding shares of capital stock of the Company
have been duly authorized and validly issued, are fully paid and nonassessable
and are free of any preemptive or similar rights; the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable and free of any preemptive or similar rights; and the capital
stock of the Company conforms to the description thereof in the Registration
Statement and the Prospectus.

                  (g) Each of the Company's Subsidiaries has the ownership or
authorized capitalizations, as the case may be, as set forth in the Prospectus,
and all of the partnership interests of the Subsidiaries that are partnerships
and all of the issued shares of capital stock of its Subsidiaries that are
corporations have been duly and validly authorized and issued and with respect
to shares of capital stock are fully paid and nonassessable; and all of the
partnership interests of the Subsidiaries disclosed in the Prospectus as being
owned directly or indirectly by the Company and all of the issued shares of
capital stock of the Subsidiaries that are corporations disclosed in the
Prospectus as being owned directly or indirectly by the Company have been duly
and validly authorized and issued are fully paid and non-assessable and are
owned directly or indirectly by the Company free and clear of all liens,
encumbrances, equities or claims (other than liens to secure indebtedness under
credit facilities disclosed in the Prospectus); and descriptions of the
ownership of the various interests and shares of the Company and its
Subsidiaries in the Prospectus are true and complete in all material respects;

                  (h) Except as disclosed, contemplated or referenced in the
Prospectus, there are not currently, and will not be as a result of the
transactions contemplated hereby, any material outstanding subscriptions,
rights, warrants, calls, commitments of sale or options to acquire, or
instruments convertible into or exchangeable for, any capital stock or other
equity interest of the Company or any Subsidiary.

                  (i) Other than as set forth in the Prospectus (including those
matters referred to therein relating to general rulemakings and similar matters
relating generally to the cable television industry), there are no legal or
governmental proceedings pending to which the Company or any of its Subsidiaries
is a party or of which any property of the Company or any of its Subsidiaries is
the subject which, if determined adversely to the Company or any of its
Subsidiaries, would individually or in the aggregate have a Material Adverse
Effect and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or by others; and except
with respect to general rulemakings and similar matters relating generally to
the cable television industry, during the time the Systems (as defined below)
have been owned by the Company or a Subsidiary (i) there has been no adverse
judgment, order, or decree issued by the United States Federal Communications
Commission (the "FCC") relating to any of the Systems that has not been
disclosed in the Prospectus that would be required to be disclosed in the
Prospectus or the Registration Statement; (ii) there are no actions, suits,
proceedings, inquiries or investigations by the FCC pending or threatened in
writing against or affecting the Company, any of its Subsidiaries or any System;
and (iii) to the Company's knowledge, after due inquiry, there is no reasonable
basis for any such action, suit, proceeding or investigation.

                  (j) Except for matters covered by paragraph (w) below or with
respect to matters that would not individually or in the aggregate have a
Material Adverse Effect, (i) the Company and its Subsidiaries have made all
filings, recordings and registrations with, and possess all validations or
exemptions, approvals, orders, authorizations, consents, licenses, certificates
and permits from, the FCC, applicable public utilities and other federal, state
and local regulatory or governmental bodies and authorities or any subdivision
thereof, including, without limitation, cable television franchises, pole
attachment agreements, and cable antenna relay service, broadcast auxiliary,
earth station, business radio, microwave or special safety radio service
licenses issued by the FCC (collectively, the "Authorizations") necessary or
appropriate to own, operate and construct the cable communication systems owned
by them (the "Systems") or otherwise for the operation of their businesses and
are not in violation thereof; (ii) all such Authorizations are in full force and
effect, and no event has occurred that permits, or after notice or lapse of time
could permit, the revocation, termination or modification of any Authorization
which is necessary or appropriate to own, operate and construct the Systems or
otherwise for the operation of any such business; (iii) none of the Company or
any of its Subsidiaries is in violation of any duty or obligation required by
the United States Communications Act of 1934, as amended (the "Communications
Act"), or any FCC rule or regulation applicable to the operation of any portion
of any of the Systems; (iv) none of the Company or any of its Subsidiaries is in
violation of any duty or obligation required by state or local laws, or local
rules or regulations applicable to the operation of any portion of any of the
Systems; (v) there is not pending or, to the best knowledge of the Company or
any of its Subsidiaries, threatened, any action by the FCC or state or local
regulatory authority to modify, revoke, cancel, suspend or refuse to renew any
Authorization; (vi) other than as described in the Prospectus, there is not now
issued or outstanding or, to the best knowledge of the Company or any of its
Subsidiaries, threatened, any notice of any hearing, material violation or
material complaint against the Company or any of its Subsidiaries with respect
to the operation of any portion of the Systems and none of the Company or its
Subsidiaries has any knowledge that any person intends to contest renewal of any
material Authorization.

                  (k) (i) (A) The Company and its Subsidiaries have entered
into, or have rights under, all required programming agreements (including,
without limitation, all non-broadcast affiliation agreements under which the
Company and its Subsidiaries are accorded retransmission rights relating to
programming that the Systems provide to their customers) that are material to
the conduct of their business as described in the Prospectus; and (B) all such
material agreements are in full force and effect and none of the Company, any of
its Subsidiaries or any of its affiliates has received any written notice of
revocation or material modifications of such material agreements; and (ii) (A)
either the Company or its Subsidiaries has entered into agreements with the
television stations that have notified the Company or its Subsidiaries that such
station's respective consent is required to carry such stations on the Systems
or has ceased carrying such stations; (B) all such agreements grant the Company
or one of its Subsidiaries retransmission consent in exchange for various
non-cash consideration; and (C) all such agreements are in full force and effect
and are not subject to revocation (except in the case of material breach by the
Company or its Subsidiaries) or material modifications, and no event has
occurred that permits, or after notice or lapse of time could permit, the
revocation, termination or material modification of any such agreement, except
where the failure of such agreements to be in full force and effect or such
revocation would not, in either case, individually or in the aggregate have a
Material Adverse Effect.

                  (l) Except for matters that would not individually or in the
aggregate have a Material Adverse Effect, (i) all registration statements and
all other documents (including but not limited to annual reports) required by
the FCC in connection with the operation of the Systems have been filed with the
FCC; (ii) all frequencies within the restricted aeronautical and navigational
bands (i.e., 108-136 MHz and 225-400 MHz) which are currently being used in
connection with the operation of the Systems have been authorized for such use
by the FCC; (iii) each of the Systems subject to Equal Employment Opportunity
Commission ("EEO") compliance certification by the FCC has been certified by the
FCC for annual EEO compliance during the time such Systems have been owned by
the Company or its Subsidiaries; and (iv) all towers associated with the Systems
are in compliance with the rules and regulations of the United States Federal
Aviation Administration.

                  (m) Except for matters that would not individually or in the
aggregate have a Material Adverse Effect, none of the Company or any of its
Subsidiaries is in breach or violation of, or in default under, any of the
terms, conditions or provisions of the Communications Act or the rules,
regulations or policies of the FCC thereunder.

                  (n) (i) Except for matters that would not individually or in
the aggregate have a Material Adverse Effect, all statements of accounts and any
other filings that are required under Section 111 of the United States Copyright
Act of 1976, as amended, in connection with the retransmission of any broadcast
television and radio signals on the Systems have been timely filed with the
United States Copyright Office and indicated royalty payments have been made for
each System for each accounting period during which such Systems have been owned
by the Company or its Subsidiaries; (ii) none of the Company, any of its
Subsidiaries or any System has received any inquiry or request from the United
States Copyright Office or from any other party challenging or questioning any
such statements of account or royalty payments; and (iii) no claim of copyright
infringement has been made or threatened in writing against the Company, any of
its Subsidiaries or any System.

                  (o) Neither the execution and delivery of this Underwriting
Agreement or the Direct Offering Agreement, nor the consummation of the
transactions contemplated hereby and thereby or by the Prospectus under "Use of
Proceeds," nor compliance with the terms, conditions and provisions hereof and
thereof by the Company, will conflict with the Communications Act or the rules,
regulations or policies of the FCC thereunder, or will cause any suspension,
revocation, impairment, forfeiture, nonrenewal or termination of any material
license, permit, franchise, certificate, consent, authorization, designation,
declaration, filing, registration or qualification.

                  (p) Neither the execution and delivery of this Underwriting
Agreement or the Direct Offering Agreement, nor the consummation of the
transactions contemplated hereby or thereby nor compliance with the terms,
conditions and provisions hereof and thereof by the Company, requires any
license, permit, franchise, certificate, consent, authorization, designation,
declaration, filing, registration or qualification by or with the FCC.

                  (q) None of the Company or the Subsidiaries is and, after
giving effect to the transactions contemplated hereby will be (A) in violation
of its charter, bylaws, partnership agreement or operating agreement, as
applicable, (B) in default in the performance of any bond, debenture, note,
indenture, mortgage, deed of trust or other agreement or instrument to which it
is a party or by which it is bound or to which any of its properties is subject,
or (C) in violation of any local, state or Federal law, statute, ordinance,
rule, regulation, requirement, judgment or court decree (including, without
limitation, the Communications Act and the rules and regulations of the FCC and
environmental laws, statutes, ordinances, rules, regulations, judgments or court
decrees) applicable to the Company or any Subsidiary or any of their respective
assets or properties (whether owned or leased) other than, in the case of
clauses (B) and (C), any default or violation that could not reasonably be
expected to have a Material Adverse Effect. There exists no condition that, with
notice, the passage of time or otherwise, would constitute a default under any
such document or instrument that could reasonably be expected to have a Material
Adverse Effect.

                  (r) Neither the issuance and sale of the Shares or the Direct
Offering Shares, the execution, delivery or performance by the Company of this
Underwriting Agreement or the Direct Offering Agreement by the Company, or the
consummation by the Company of the transactions contemplated hereby and thereby
violate, conflict with or constitute a breach of any of the terms or provisions
of, or a default under (or an event that with notice or the lapse of time, or
both, would constitute a default), or require consent under, or result in the
imposition of a lien or encumbrance on any properties of the Company or any
Subsidiary or an acceleration of any indebtedness of the Company, any Subsidiary
pursuant to, (i) the charter or bylaws of the Company or any Subsidiary or the
partnership agreement or operating agreement governing any of their material
joint ventures, (ii) any bond, debenture, note, indenture, mortgage, deed of
trust or other agreement or instrument to which the Company, any Subsidiary or
any of their material joint ventures is a party or by which any of them or their
property is or may be bound, (iii) any local, state or Federal law, statute,
ordinance, rule, regulation or requirement (including, without limitation, the
Communications Act and the rules and regulations of the FCC and environmental
laws, statutes, ordinances, rules or regulations) applicable to the Company, any
Subsidiary, any of their material joint ventures or any of their respective
assets or properties or (iv) any judgment, order or decree of any court or
governmental agency or authority having jurisdiction over the Company, the
Subsidiaries, any of their material joint ventures or any of their assets or
properties, except in the case of clauses (ii), (iii) and (iv) for such
violations conflicts, breaches, defaults, consents, impositions of liens or
accelerations that would not singly, or in the aggregate, have a Material
Adverse Effect. Other than as described in the Prospectus, no consent, approval,
authorization or order of, or filing, registration, qualification, license or
permit of or with, (A) any court or governmental agency, body or administrative
agency (including, without limitation, the FCC) or (B) any other person is
required for (1) the execution, delivery and performance by the Company of this
Underwriting Agreement or the Direct Offering Agreement or (2) the issuance and
sale of the Shares or the Direct Offering Shares and the transactions
contemplated hereby and thereby, except (x) such as have been obtained and made
under the Act and state securities or Blue Sky laws and regulations or such as
may be required by the NASD or (y) where the failure to obtain any such consent,
approval, authorization or order of, or filing registration, qualification,
license or permit would not reasonably be expected to result in a Material
Adverse Effect.

                  (s) The accountants who have certified or shall certify the
financial statements included in the Registration Statement and the Prospectus
are independent public accountants as required by the Act. The historical
financial statements of the Company and each of the Subsidiaries comply as to
form in all material respects with the requirements applicable to registration
statements on Form S-3 under the Act and present fairly in all material respects
the financial position and results of operations of the Company and each of its
Subsidiaries, at the respective dates and for the respective periods indicated.
Such financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
periods presented. The other financial information and data included in the
Registration Statement and Prospectus, historical and pro forma, are accurately
presented in all material respects and prepared on a basis consistent with the
financial statements, historical and pro forma, included in the Prospectus and
the books and records of the Company and each of its Subsidiaries. The
statistical information and data included in the Prospectus are accurately
presented in all material respects.

                  (t) The financial statements, together with related schedules
and notes, included in the Registration Statement and the Prospectus, present
fairly the consolidated financial position, results of operations and changes in
financial position of the Company and the Subsidiaries on the basis stated in
the Registration Statement at the respective dates or for the respective periods
to which they apply; such statements and related schedules and notes have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein; and the other financial and statistical information and data included
in the Registration Statement and the Prospectus are accurately presented and
prepared on a basis consistent with such financial statements and the books and
records of the Company and the Subsidiaries.

                  (u) The Company has not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Shares, will not distribute any offering material in connection with the
offering and sale of the Shares other than the Registration Statement, the
Prospectus or other materials, if any, permitted by the Act.

                  (v) There is (i) no unfair labor practice complaint pending
against the Company or any Subsidiary or threatened, before the National Labor
Relations Board, any state or local labor relations board or any foreign labor
relations board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending or threatened against the Company or any Subsidiary, (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Company or any
Subsidiary or threatened against the Company or any Subsidiary and (iii) no
union representation question existing with respect to the employees of the
Company or any Subsidiary that, in the case of clauses (i), (ii) or (iii), could
reasonably be expected to result in a Material Adverse Effect. To the best of
the Company's knowledge, no collective bargaining organizing activities are
taking place with respect to the Company or the Subsidiaries. None of the
Company or any Subsidiary has violated (A) any federal, state or local law or
foreign law relating to discrimination in hiring, promotion or pay of employees,
(B) any applicable wage or hour laws or (C) any provision of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules and
regulations thereunder, which in the case of clause (A), (B) or (C) above could
reasonably be expected to result in a Material Adverse Effect.

                  (w) None of the Company or any Subsidiary has violated any
environmental, safety or similar law or regulation applicable to it or its
business or property relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), lacks any permit, license or other approval
required of it under applicable Environmental Laws is violating any term or
condition of such permit, license or approval which could reasonably be expected
to, either individually or in the aggregate, have a Material Adverse Effect.

                  (x) Each of the Company and the Subsidiaries has (i) good and
marketable title to all of the properties and assets described in the Prospectus
as owned by it, free and clear of all liens, charges, encumbrances and
restrictions, except such as are described in the Prospectus or as would not
have a Material Adverse Effect and (ii) peaceful and undisturbed possession
under all leases to which any of them is a party as lessee. All leases to which
the Company and the Subsidiaries are a party are valid and binding and no
default by the Company or any Subsidiary has occurred and is continuing
thereunder and no defaults by the landlord are existing under any such lease
that could reasonably be expected to result in a Material Adverse Effect.

                  (y) Each of the Company and the Subsidiaries owns, possesses
or has the right to employ all patents, patent rights, licenses (including all
FCC, state, local or other jurisdictional regulatory licenses), inventions,
copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, software, systems or
procedures), trademarks, service marks and trade names, inventions, computer
programs, technical data and information (collectively, the "Intellectual
Property") presently employed by the Company and its Subsidiaries in connection
with the businesses now operated by it or which are proposed to be operated by
the Company or its Subsidiaries free and clear of and without violating any
right, claimed right, charge, encumbrance, pledge, security interest,
restriction or lien of any kind of any other person and none of the Company and
any Subsidiary has received any notice of infringement of or conflict with
asserted rights of others with respect to any of the foregoing except as
described in the Prospectus as could not reasonably be expected to have a
Material Adverse Effect. The use of the Intellectual Property in connection with
the business and operations of the Company and the Subsidiaries does not
infringe on the rights of any person, except as would not have a Material
Adverse Effect.

                  (z) None of the Company, any Subsidiary, or any of their
respective officers, directors, partners, employees, agents or affiliates or any
other person acting on behalf of the Company or any Subsidiary, as the case may
be, has, directly or indirectly, given or agreed to give any money, gift or
similar benefit (other than legal price concessions to customers in the ordinary
course of business) to any customer, supplier, employee or agent of a customer
or supplier, official or employee of any governmental agency (domestic or
foreign), instrumentality of any government (domestic or foreign) or any
political party or candidate for office (domestic or foreign) or other person
who was, is or may be in a position to help or hinder the business of the
Company or any Subsidiary (or assist the Company or any Subsidiary in connection
with any actual or proposed transaction) which (i) might subject the Company or
any Subsidiary, or any other individual or entity to any damage or penalty in
any civil, criminal or governmental litigation or proceeding (domestic or
foreign), (ii) if not given in the past, could reasonably be expected to have
had a Material Adverse Effect on the assets, business or operations of the
Company or any Subsidiary or (iii) if not continued in the future, could
reasonably be expected to have a Material Adverse Effect.

                  (aa) All tax returns required to be filed by the Company and
each of the Subsidiaries in all jurisdictions have been so filed. All taxes,
including withholding taxes, penalties and interest, assessments, fees and other
charges due or claimed to be due from such entities or that are due and payable
have been paid, other than those being contested in good faith and for which
adequate reserves have been provided or those currently payable without penalty
or interest. There are no proposed additional tax assessments against the
Company, any Subsidiary, or the assets or property of the Company or any
Subsidiary.

                  (bb) None of the Company or the Subsidiaries is now, and after
sale of the Shares and the Direct Offering Shares to be sold by the Company and
application of the net proceeds from such sale as described in the Prospectus
under the caption "Use of Proceeds" will not be (i) an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), or
(ii) a "registered holding company" or a "subsidiary company" or an "affiliate"
of a registered holding company within the meaning of the Public Utility Holding
Company Act of 1935, as amended (the "PUC Act").

                  (cc) Except as disclosed in the Prospectus, there are no
holders of securities of the Company or the Subsidiaries who, by reason of the
filing of the Registration Statement or consummation of the transactions
contemplated by this Underwriting Agreement or the Direct Offering Agreement,
have the right to request or demand that the Company, any of the Subsidiaries or
any of their joint ventures register any of its securities (including, without
limitation, Class A Common Stock and Class B common stock) under the Act. Except
as described in the Prospectus, no such rights with respect to any shares of
Class A Common Stock have been exercised as of the date hereof.

                  (dd) Each of the Company and the Subsidiaries maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect thereto.

                  (ee) Each of the Company and the Subsidiaries maintains
insurance covering its properties, operations, personnel and businesses. Such
insurance insures against such losses and risks as are adequate in accordance
with customary industry practice to protect the Company and the Subsidiaries and
their respective businesses. None of the Company or any Subsidiary has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other expenditures will have to be made in order to continue
such insurance. All such insurance is outstanding and duly in force on the date
hereof.

                  (ff) None of the Company or any of the Subsidiaries has (i)
taken, directly or indirectly, any action designed to, or that might reasonably
be expected to, cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Shares, (ii)
since the date of the Prospectus, (A) sold, bid for, purchased or paid any
person any compensation for soliciting purchases of the Common Stock or (B) paid
or agreed to pay to any person any compensation for soliciting another to
purchase any other securities of the Company.

                  (gg) The execution and delivery of this Underwriting Agreement
and the Direct Offering Agreement and the issuance and sale of the Shares and
the Direct Offering Shares will not involve any prohibited transaction within
the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code
of 1986, as amended.

                  (hh) None of (A) the execution, delivery and performance of
this Underwriting Agreement or the Direct Offering Agreement, (B) the issuance
and sale of the Shares and the Direct Offering Shares, (C) the application of
the proceeds from the issuance and sale of the Shares and the Direct Offering
Shares or (D) the consummation of the transactions contemplated in connection
with any of the foregoing as set forth in the Prospectus, will violate
Regulations T, U or X promulgated by the Board of Governors of the Federal
Reserve System or analogous foreign laws and regulations.

                  (ii) Except pursuant to this Underwriting Agreement, there are
no contracts, agreements or understandings between the Company, any of its
Subsidiaries or any of their joint ventures and any other person that would give
rise to a valid claim against the Company or any of the Underwriters for a
brokerage commission, finder's fee or like payment in connection with the
issuance, purchase and sale of the Shares.

                  (jj) During the past twenty-four months, the Company has filed
in a timely manner each document or report required to be filed by it pursuant
to the Exchange Act and the rules and regulations thereunder; each such document
or report at the time it was filed conformed to the requirements of the Exchange
Act and the rules and regulations thereunder; and none or such documents or
reports contained an untrue statement of any material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading.

                  (kk) Each of the Company and the Subsidiaries has complied
with all provisions of Section 517.075, Florida Statutes, relating to doing
business with the Government of Cuba or with any affiliate located in Cuba.

                  (ll) Except as disclosed in the Prospectus, there are no
business relationships or related party transactions required to be disclosed
therein pursuant to Item 404 of Regulation S-K of the Commission.

                  The Company acknowledges that the Underwriters and, for
purposes of the opinions to be delivered to the Underwriters pursuant to Section
8(e), (f), (g) and (i) hereof, counsel to the Company and counsel to the
Underwriters, will rely upon the accuracy and truth of the foregoing
representations and hereby consents to such reliance.

         7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement in any amendment thereof,
or in the Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter specifically for inclusion therein. This indemnity agreement
will be in addition to any liability which the Company may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Underwriter furnished to
the Company, through the Representative, by or on behalf of such Underwriter
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Shares;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Shares) be responsible for any amount in excess of the underwriting discount or
commission applicable to the Shares purchased by such Underwriter hereunder. If
the allocation provided by the immediately preceding sentence is unavailable for
any reason, the Company and the Underwriters severally shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits received by
the Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the Prospectus.
Relative fault shall be determined by reference to, among other things, whether
any untrue or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided by the
Company on the one hand or the Underwriters on the other, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

         8. Conditions of Underwriters' Obligations. The several obligations of
the Underwriters to purchase the Shares hereunder are subject to the following
conditions:

                  (a) All of the representations and warranties of the Company
contained in this Underwriting Agreement shall be true and correct on the
Closing Date with the same force and effect as if made on and as of the Closing
Date.

                  (b) If, at the time this Underwriting Agreement is executed
and delivered, it is necessary for the Registration Statement or a
post-effective amendment thereto (including pursuant to Rule 462(b)) to be
declared effective before the offering of the Shares may commence, the
Registration Statement or such post-effective amendment shall have become
effective not later than 5:30 P.M., New York City time, on the date hereof, or
at such later date and time as shall be consented to in writing by the
Underwriters, and all filings, if any, required by Rules 424 and 430A under the
Act shall have been timely made; no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceeding for that
purpose shall have been instituted or, to the knowledge of the Company or the
Underwriters, threatened by the Commission, and any request of the Commission
for additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to the Underwriters'
satisfaction.

                  (c) Subsequent to the effective date of this Underwriting
Agreement, there shall not have occurred (i) any change, or any development
involving a prospective change, that would have a Material Adverse Effect on the
Company and the Subsidiaries, taken as a whole, not contemplated by the
Prospectus, which in the Underwriters' opinion, would materially adversely
affect the market for the Shares, or (ii) any event or development relating to
or involving the Company, the Subsidiaries, or any officer or director of the
Company or the Subsidiaries which makes any statement made in the Prospectus
untrue or which, in the opinion of the Company and its counsel or the
Underwriters and its counsel, requires the making of any addition to or change
in the Prospectus in order to state a material fact required by the Act or any
other law to be stated therein or necessary in order to make the statements
therein not misleading, if amending or supplementing the Prospectus to reflect
such event or development would, in the Underwriters' opinion, materially
adversely affect the market for the Shares.

                  (d) The Underwriters shall have received a certificate, dated
the Closing Date, signed on behalf of the Company by any two officers (for the
purpose of subsections (d) and (l) "officer" shall mean the Chairman of the
Board, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the Assistant Treasurer, the Secretary or Assistant Secretary) in
form and substance reasonably satisfactory to the Underwriters, confirming, as
of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of
this Section 8, certain incumbency matters and that, as of the Closing Date, the
obligations of the Company to be performed hereunder on or prior thereto have
been duly performed.

                  (e) The Underwriters shall have received on the Closing Date,
an opinion, dated the Closing Date, in form and substance satisfactory to the
Underwriters, of Buchanan Ingersoll Professional Corporation, counsel for the
Company, to the effect that:

                           (i) The Company has been duly incorporated and is
         validly existing as a corporation in good standing under the laws of
         the state of its formation, with full corporate power and authority to
         own its properties and conduct its business as described in the
         Prospectus.

                           (ii) This Underwriting Agreement and the Direct
         Offering Agreement have been duly authorized, executed and delivered by
         the Company.

                           (iii) All of the outstanding shares of capital stock
         of the Company have been duly authorized, validly issued, and are fully
         paid and nonassessable and were not issued in violation of any
         preemptive or similar rights. The outstanding shares of capital stock
         of the Company are as set forth in the Prospectus under the caption
         "Capitalization." The authorized capital stock of the Company conforms
         in all material respects as to legal matters to the description thereof
         contained in the Prospectus under the caption "Description of Capital
         Stock."

                           (iv) The Shares to be issued and sold to the
         Underwriters by the Company under this Underwriting Agreement have been
         duly authorized and when issued and delivered to the Underwriters
         against payment therefor in accordance with the terms of this
         Underwriting Agreement, will be validly issued, fully paid and
         nonassessable and free of any (A) preemptive rights or (B) to the best
         knowledge of such counsel after reasonable inquiry, similar rights that
         entitle or will entitle any person to acquire any Class A Common Stock
         upon the issuance thereof by the Company, other than as described in
         the Prospectus.

                           (v) The Direct Offering Shares have been duly
         authorized and when issued and delivered against payment therefor in
         accordance with the terms of the Direct Offering Agreement, will be
         validly issued, fully paid and nonassessable and free of (A) preemptive
         rights or (B) to the best knowledge of such counsel after reasonable
         inquiry, similar rights that entitle or will entitle any person to
         acquire any shares of Class A Common Stock upon the issuance thereof by
         the Company, other than as described in the Prospectus.

                           (vi) The form of certificates for the Shares conforms
         to the requirements of the Nasdaq National Market and the Delaware
         General Corporation Law.

                           (vii) The Registration Statement and all
         post-effective amendments, if any, have become effective under the Act
         and, to the best knowledge of such counsel after reasonable inquiry, no
         stop order suspending the effectiveness of the Registration Statement
         has been issued and no proceedings for that purpose are pending before
         or contemplated by the Commission; and any required filing of the
         Prospectus pursuant to Rule 424(b) has been made in accordance with
         Rule 424(b).

                           (viii) The Company has the corporate power and
         authority to enter into this Underwriting Agreement and the Direct
         Offering Agreement and to issue, sell and deliver the Shares and the
         Direct Offering Shares as provided therein, and this Underwriting
         Agreement has been duly authorized, executed and delivered by the
         Company and is a legal, valid and binding agreement of the Company,
         enforceable against the Company in accordance with its terms, except
         that (A) such enforceability may be limited by bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium (whether general or
         specific) or other similar laws now or hereafter in effect relating to
         or affecting creditors' rights generally, (B) such enforceability may
         be limited by the effects of general principles of equity and by the
         discretion of the court before which any proceeding therefor may be
         brought (whether such proceeding is at law or in equity or in a
         bankruptcy proceeding) and (C) rights to contribution or
         indemnification may be limited by the laws, rules or regulations of any
         governmental authority or agency thereof or public policy and, if
         applicable, (D) waivers as to usury, stay or extension laws may be
         unenforceable.

                           (ix) The Registration Statement and the Prospectus,
         as of their dates (except for the financial statements, including the
         notes thereto, and supporting schedules and other financial,
         statistical and accounting data included therein or omitted therefrom,
         as to which no opinion is expressed), and each amendment or supplement
         thereto, as of its date, comply as to form in all material respects
         with the Act.

                           (x) Neither the issuance, sale or delivery of the
         Shares and the Direct Offering Shares, nor the execution, delivery or
         performance of this Underwriting Agreement or the Direct Offering
         Agreement, or compliance by the Company with all provisions of this
         Underwriting Agreement and the Direct Offering Agreement, nor
         consummation by the Company of the transactions contemplated hereby or
         by the Direct Offering Agreement violates, conflicts with or
         constitutes a breach of any of the terms or provisions of, or a default
         under (or an event that with notice or the lapse of time, or both,
         would constitute a default), or require consent under, or result in the
         imposition of a lien or encumbrance on any properties of the Company or
         any subsidiary, or an acceleration of any indebtedness of the Company
         or any subsidiary pursuant to, (i) the charter or bylaws of the Company
         or (ii) any judgment, order or decree of any court or governmental
         agency or authority having jurisdiction over the Company or its assets
         or properties known to such counsel, except in the case of clause (ii)
         for such violations, conflicts, breaches, defaults, consents,
         impositions of liens or accelerations that (x) would not, singly or in
         the aggregate, have a Material Adverse Effect or (y) are disclosed in
         the Prospectus.

                           (xi) None of the Company, its subsidiaries is (i) an
         "investment company" or a company "controlled" by an "investment
         company" within the meaning of the Investment Company Act or (ii) a
         "registered holding company" or a "subsidiary company" or an
         "affiliate" of a registered holding company within the meaning of the
         PUC Act.

                           (xii) Except as set forth in the Prospectus, there
         are no holders of securities of the Company who, by reason of the
         execution by the Company of this Underwriting Agreement or the Direct
         Offering Agreement or the consummation by the Company of the
         transactions contemplated thereby, have the right to request or demand
         that the Company register under the Act securities held by them.

                           (xiii) None of (A) the execution, delivery and
         performance of this Underwriting Agreement, (B) the execution and
         delivery of the Direct Offering Agreement or (C) the issuance and sale
         of the Shares and the application of the proceeds from the issuance and
         sale of the Shares and the Direct Offering Shares will violate
         Regulations T, U or X promulgated by the Board of Governors of the
         Federal Reserve System.

                           (xiv) To the knowledge of such counsel, there is (i)
         no action, suit, investigation or proceeding before or by any court,
         arbitrator or governmental agency, body or official, domestic or
         foreign, now pending, or threatened or contemplated to which any of the
         Company or any subsidiary is or may be a party or to which the business
         or property of any of the Company or any subsidiary is or may be
         subject, (ii) no statute, rule, regulation or order that has been
         enacted, adopted or issued by any governmental agency, or (iii) no
         injunction, restraining order or order of any nature by a federal or
         state court of competent jurisdiction to which any of the Company or
         any subsidiary is or may be subject that has been issued that, in the
         case of clauses (i), (ii) and (iii) above, (x) is required to be
         disclosed in the Prospectus and that is not so disclosed and, (y) could
         reasonably be expected to have, either individually or in the
         aggregate, a Material Adverse Effect, it being understood that for
         purposes of this opinion, such counsel need express no opinion with
         respect to (i) actions, suits investigation or proceedings before the
         FCC or any similar state or local regulatory commission or body, (ii)
         statutes, rules, regulations or orders by any FCC or any similar state
         or local regulatory commission or (iii) injunctions, restraining orders
         or other orders by the FCC or any similar state or local regulatory
         commission or body.

                           (xv) The statements set forth in the Prospectus under
         the caption "Risk Factors -- Future Sales of Adelphia Common Stock
         Could Adversely Affect Its Market Price," "Management's Discussion and
         Analysis of Financial Condition and Results of Operations -- Financing
         Transactions," insofar as they purport to describe the Company's
         Capital Stock or the debt instruments referred to therein are, when
         taken together with the other information included in the Prospectus,
         accurate in all material respects and the statements set forth in the
         Prospectus under the caption "Certain United States Tax Consequences to
         Non-United States Holders," insofar as they purport to express
         conclusions of legal matters, are accurate, complete and fair in all
         material respects.

                  In addition, such counsel shall also state that, during the
course of the preparation of the Registration Statement and Prospectus, such
counsel participated in conferences with officers and other representatives of
the Company, representatives of the certified public accountants of the Company,
the Underwriter's representatives and the Underwriters' counsel, at which
conferences the contents of the Registration Statement and the Prospectus
(including the documents incorporated by reference in the Prospectus) and
related matters were generally discussed and, although such counsel has not
undertaken, except as otherwise indicated in our opinion, to determine
independently, and such counsel is not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus has not made an
independent investigation of facts for the purpose of rendering this opinion,
such counsel advises the Underwriters that, on the basis of the foregoing
(relying as to materiality to the extent we deemed appropriate upon the
statements of officers and other representatives of the Company), no facts have
come to our attention which lead us to believe that the Registration Statement
at the time it became effective, or the Prospectus, as of their respective dates
and as of the Closing Date, in each case including the documents incorporated by
reference in the Prospectus, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated in the Prospectus or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Such counsel expresses no opinion as to
financial statements (including the schedules and notes thereto) or any other
financial or statistical data or calculations directly or indirectly contained
or referenced to in, or related to, or omitted from, the Prospectus.

                  The opinion of such counsel may be limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware, the
Commonwealth of Pennsylvania and the federal laws of the United States.

                  (f) The Underwriters shall have received on the Closing Date,
an opinion, dated the Closing Date, in form and substance satisfactory to the
Underwriters, of Randall D. Fisher, Esq., General Counsel of the Company, to the
effect that:

                           (i) Except as set forth in the Prospectus, each of
         the Company and its subsidiaries has all of the licenses, permits,
         franchises and authorizations, if any, required by the relevant
         governmental authorities of each of New York, Virginia, Pennsylvania,
         Ohio, New Jersey, Massachusetts, New Hampshire, Vermont, Michigan and
         Connecticut and/or its political subdivisions for the provision of
         cable television service (as such counsel understands service to be
         provided which may be based on a certificate of an officer of the
         Company, provided that such counsel shall state that they believe that
         both the Underwriters and he are justified in relying on such
         certificate), where the failure to obtain or hold such license, permit,
         franchise or authorization would have a Material Adverse Effect;

                           (ii) To the best of such counsel's knowledge after
         due inquiry, each of the Company and its subsidiaries has made all
         filings, reports, applications and submissions required by the laws and
         ordinances relating to cable services of each of New York, Virginia,
         Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire, Vermont,
         Michigan and Connecticut, and the ordinances of the state's political
         subdivisions relating thereto, and the rules and regulations
         promulgated therewith.

                           (iii) Each of the Company and its subsidiaries has
         the consents, approvals, authorizations, licenses, certificates,
         permits, or orders of any governmental authorities of the each of New
         York, Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New
         Hampshire, Vermont, Michigan and Connecticut, and its political
         subdivisions, if any, required for the consummations of the
         transactions contemplated in this Underwriting Agreement or the Direct
         Offering Agreement where the failure to obtain the consents, approvals,
         authorizations, licenses, certificates, permits or orders would have a
         Material Adverse Effect.
                           (iv) There are no actions, suits or proceedings
         pending or, to the best of such counsel's knowledge, threatened by or
         before any court or governmental body each of New York, Virginia,
         Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire, Vermont,
         Michigan and Connecticut, against or affecting any of the Company or
         its subsidiaries, or the business of the Company and its subsidiaries.

                           (v) The statements in the Prospectus under the
         headings "Risk Factors -- Competition" and "Risk Factors -- We Are
         Subject to Extensive Regulation" insofar as they relate to the
         Company's and its Subsidiaries' operations in each of New York,
         Virginia, Pennsylvania, Ohio, New Jersey, Massachusetts, New Hampshire,
         Vermont, Michigan and Connecticut, and purport to describe the
         provisions of the laws and documents referred to therein, are accurate,
         complete and fair in all material respects.

                           (vi) Neither the execution and delivery of this
         Underwriting Agreement or the Direct Offering Agreement nor the
         offering of the Shares or the Direct Offering Shares contemplated
         hereby or thereby will conflict with or result in a violation of any
         order or regulation of each of New York, Virginia, Pennsylvania, Ohio,
         New Jersey, Massachusetts, New Hampshire, Vermont, Michigan and
         Connecticut, or its political subdivisions applicable to the Company
         and its subsidiaries, the conflict with or the violation of which would
         have a Material Adverse Effect.

                  (g) The Underwriters shall have received on the Closing Date,
an opinion, dated the Closing Date, in form and substance satisfactory to the
Underwriters, of Colin H. Higgin, Deputy General Counsel of the Company, to the
effect that:

                           (i) None of the Company or its subsidiaries is in
         violation of its certificate of incorporation, by-laws, certificate of
         limited partnership or partnership agreement, as applicable, or in
         default in the performance or observance of any material obligation,
         covenant or condition contained in any partnership agreement,
         indenture, mortgage, deed of trust, loan agreement, lease or other
         agreement or instrument to which it is a party or by which it or any of
         its properties may be bound.

                           (ii) Each of the Company and its subsidiaries has
         been duly qualified as a foreign corporation or partnership, as the
         case may be, for the transaction of business and is in good standing
         under the laws of each other jurisdiction in which it owns or leases
         properties or conducts any business so as to require such
         qualification, or is subject to no material liability or disability by
         reason of the failure to be so qualified in any such jurisdiction,
         except where the failure to so qualify would not have a Material
         Adverse Effect (such counsel being entitled to rely in respect of the
         opinion in this clause upon opinions of local counsel and in respect of
         matters of fact upon certificates of officers of the Company, provided
         that such counsel shall state that he believes that both the
         Underwriters and he are justified in relying upon such opinions and
         certificates).

                           (iii) Each subsidiary of the Company is owned
         directly or indirectly by the Company, free and clear of all liens,
         encumbrances, equities or claims (other than liens to secure
         indebtedness under credit facilities disclosed in the Prospectus) (such
         counsel being entitled to rely in respect of the opinion in this clause
         upon opinions of local counsel and in respect of matters of fact upon
         certificates of officers of the Company or its subsidiaries, provided
         that such counsel shall state that he believes that both the
         Underwriters and he are justified in relying upon such opinions and
         certificates).

                           (iv) To the best of such counsel's knowledge and
         other than as set forth in the Prospectus, there are no legal or
         governmental proceedings pending to which the Company or any of its
         subsidiaries is a party or of which any property of the Company or any
         of its subsidiaries is the subject which, if determined adversely to
         the Company or any of its subsidiaries, would individually or in the
         aggregate have a material adverse effect on the current or future
         consolidated financial position, shareholder's equity, partners'
         equity, or results of operations of the Company and its subsidiaries;
         and, to the best of such counsel's knowledge, no such proceedings are
         threatened or contemplated by governmental authorities or threatened by
         others.

                           (v) Neither the issuance and sale of the Shares and
         the Direct Offering Shares, the execution, delivery or performance by
         the Company of this Underwriting Agreement or the Direct Offering
         Agreement, or the consummation by the Company of the transactions
         herein and therein contemplated will, to the best of my knowledge after
         due inquiry, conflict with or result in a breach or violation of any of
         the terms or provisions of, or constitute a default under any material
         indenture, mortgage, deed of trust, sale/leaseback transaction, loan
         agreement or other similar financing agreement, or instrument or other
         agreement or instrument (including, without limitation, any license or
         franchise granted to the Company or a subsidiary by a local franchising
         governmental body) to which the Company or any of its subsidiaries is a
         party or by which the Company or any of its subsidiaries is bound or to
         which any of the property or assets of the Company or any of its
         subsidiaries is subject, nor will such actions result in any violation
         of the provisions of the certificate of incorporation, by-laws, the
         certificate of limited partnership or the partnership agreements of the
         Company and its subsidiaries, as appropriate, or any statute or any
         order, rule or regulation of any court or governmental agency or body
         having jurisdiction over the Company or any of its subsidiaries or any
         of their properties.

                           (vi) No consent, approval, authorization, order,
         registration or qualification of or with any such court or governmental
         agency or body is required for the issue and sale of the Shares or the
         Direct Offering Shares, the execution, delivery or performance by the
         Company of this Underwriting Agreement or the Direct Offering Agreement
         or the consummation by the Company of the transactions contemplated
         herein or therein, except such consents, approvals, authorizations,
         registrations or qualifications as may be required under state
         securities or Blue Sky laws in connection with the purchase and resale
         of the Shares by the Underwriters.

                           (vii) Except as described in the Prospectus or in
         this Underwriting Agreement, all of the outstanding capital stock of
         each subsidiary is owned by the Company, free and clear of any security
         interest, claim, lien, limitation on voting rights or encumbrance
         (other than liens to secure indebtedness under credit facilities
         disclosed in the Prospectus). There are not, to my knowledge, other
         than as set forth, contemplated or referenced in the Prospectus,
         currently, and will not be immediately following the issuance and sale
         of the Shares, any material outstanding subscriptions, rights,
         warrants, calls, commitments of sale or options to acquire, or
         instruments convertible into or exchangeable for, any capital stock or
         other equity interest of the Company or any subsidiary.

                           (viii) The Consummation of the transactions
         contemplated in connection with any of the foregoing as set forth in
         the Prospectus, will not violate Regulations T, U or X promulgated by
         the Board of Governors of the Federal Reserve System.

                           In addition, such counsel shall also state that,
         although we have not undertaken, except as otherwise indicated in our
         opinion, to determine independently, and do not assume any
         responsibility for, the accuracy, completeness or fairness of the
         statements in the Registration Statement, we have participated in the
         preparation of the Registration Statement and the Prospectus, including
         general review and discussion of the contents thereof but have made no
         independent check or verification thereof, and no facts have come to
         our attention that would lead us to believe that the Registration
         Statement at the time the Registration Statement became effective, or
         the Prospectus, as of their respective dates and as of the Closing
         Date, in each case including the documents incorporated by reference in
         the Prospectus, as the case may be, contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         in the Prospectus or necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading
         or that any amendment or supplement to the Prospectus, as of their
         respective dates, and as of the Closing Date, as the case may be,
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated in the Prospectus or necessary in
         order to make the statements in the Prospectus, in the light of the
         circumstances under which they were made, not misleading (it being
         understood that such counsel need express no opinion with respect to
         the financial statements, schedules, pro forma financial statements and
         the notes thereto and other financial data included in the Registration
         Statement and the Prospectus).

                  (h) The Underwriters shall have received on the Closing Date,
an opinion of Fleischman & Walsh, L.L.P., special regulatory counsel for the
Company and its subsidiaries, dated the Closing Date, in form and substance
satisfactory to the Underwriters, to the effect that:

                           (i) The communities listed in Section A of Attachment
         1 to the opinion have been registered with the FCC in connection with
         the operation of the Systems. The filing of a registration statement
         constitutes initial FCC authorization for the commencement of cable
         television operations in the community registered.

                           (ii) The subsidiaries hold certain FCC licenses, as
         that term is defined below ("FCC Licenses"). All FCC Licenses and
         receive-only earth station registrations held by the subsidiaries in
         connection with the operation of the Cable Systems are listed on
         Attachment 1 to the Opinion. To the best of our knowledge, all such FCC
         Licenses have been validly issued or assigned to the present licensee
         and are currently in full force and effect. We have no knowledge of any
         event which would allow, or after notice or lapse of time which would
         allow, revocation or termination of any FCC License held by the
         subsidiaries or would result in any other material impairment of the
         rights of the holder of such license. To the best of our knowledge, no
         other FCC Licenses are required in connection with the operation of the
         Cable Systems by the subsidiaries in the manner we have advised they
         are presently being operated. For the purposes of this opinion, an FCC
         License is defined as an authorization, or renewal thereof, issued by
         the FCC authorizing the transmission of radio energy through the
         airways.

                           (iii) Other than proceedings affecting the cable
         television industry generally, there is no action, suit or proceeding
         pending before or, to the best of our knowledge, threatened by the FCC
         which is reasonably likely to have a materially adverse impact upon the
         cable television operations of the Company and its subsidiaries taken
         as a whole.

                           (iv) To the best of our knowledge after due inquiry,
         the Company and the subsidiaries have filed all current and routine
         filings, reports, applications and submissions required under the
         Communications Act, as amended, and under the rules and regulations of
         the FCC.

                           (v) The subsidiaries hold all authorizations and/or
         have filed all notifications required by the FCC in connection with
         their operation on all frequencies in the 108-137 MHz and 225-400 MHz
         bands which we have been advised are currently being utilized on the
         Cable Systems. The geographic and technical parameters with respect to
         the authorized use of these frequencies are listed on Attachment 1
         hereto.

                           (vi) The employment units covered by the Cable
         Systems and operated by the subsidiaries have been certified, where
         required, by the FCC for compliance with equal employment opportunity
         ("EEO") requirements in each of calendar years 1992 through 1996 in
         which such Cable Systems have been owned and operated by the Company or
         the Subsidiaries. Employment certification records for the years prior
         to 1992 have been purged from the FCC's database and are therefore
         outside the scope of this opinion.

                           (vii) Statements of Account required by Section 111
         of the Copyright Act of 1976, as amended have been filed, together with
         royalty payments accompanying said Statements of Account, with the U.S.
         Copyright Office for the Cable Systems covering each of the accounting
         periods beginning with January 1 through June 30, 1994 accounting
         period and ending with the July 1 through December 31, 1996 accounting
         period during which such Cable Systems have been operated by the
         subsidiaries. We have not received the information or calculations
         contained in these Statements, and express no opinion with respect to
         the accuracy thereof. To the best of our knowledge, there are no
         currently outstanding inquiries received from the U.S. Copyright Office
         or any other party which question the copyright filings or payments
         made by the Company or the subsidiaries with respect to the Cable
         Systems. It is possible that there may be matters pending before the
         U.S. Copyright Office relating to the Cable Systems, the Company or the
         subsidiaries of which we do not have knowledge because such matters
         have not yet been incorporated into the available public files of the
         U.S. Copyright Office. However, we are not aware of the pending or
         threatened claim, action or demand for copyright infringement or for
         non-payment of royalties with respect to the Statements of Account or
         related royalty payments filed by the Company and the subsidiaries for
         the Cable Systems.

                           (viii) The Company has obtained all consents,
         approvals and authorizations of the FCC, if any, required for the
         consummation of the transactions contemplated in this Underwriting
         Agreement or the Direct Offering Agreement where the failure to obtain
         the consents, approval, authorizations, licenses, certificates, permits
         or orders would reasonably be expected to have a materially adverse
         impact on the Company or the Subsidiaries.

                           (ix) Neither the execution and delivery of the this
         Underwriting Agreement or the Direct Offering Agreement nor the
         offering of the Class A Common Stock or the Class B common stock
         contemplated thereby will conflict with or result in a violation of any
         order or regulation of the FCC applicable to the Company and the
         Subsidiaries, the conflict with or the violation of which would
         reasonably be expected to have a materially adverse impact on the
         Company or the Subsidiaries. However, we call the Underwriters'
         attention to the following.

                           (x) Under the Act as now in effect, the sale or other
         disposition of certain pledged collateral and the exercise of certain
         other rights and remedies conferred upon the Underwriters by any
         agreement or by applicable law might constitute an assignment of an FCC
         licensee, or transfer of control of an FCC license, requiring for its
         consummation the prior consent of the FCC granted upon an appropriate
         application thereof.

                           (xi) Under the Act as now in effect, and as now
         interpreted by the FCC, no valid security interest may be granted in an
         FCC license. To the extent that this Underwriting Agreement or the
         Direct Offering Agreement and/or related financing documents purport to
         grant to the Underwriters a security interest in any FCC licenses, such
         security interest may not be legally enforceable.

                           (xii) In the course of our representation of the
         Company and its subsidiaries, no matters have come to our attention,
         other than matters affecting the cable television industry generally,
         which would reasonable be expected to have a materially adverse impact
         upon the cable television operations of the Company and the
         Subsidiaries taken as a whole.

                           (xiii) In our opinion, the statements in the
         Prospectus under the headings "Risk Factors -- Competition" and "Risk
         Factors -- We Subject to Extensive Regulation" and the statements
         incorporated by reference in the Prospectus by reference to the
         Company's Transition Report on Form 10-K for the transition period from
         April 1, 1998 to December 31, 1998 and the Company's Quarterly Reports
         on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999
         under the heading "Management's Discussion and Analysis of Financial
         Condition and Results of Operations -- Regulatory and Competitive
         Matters," insofar as they purport to describe the provisions of the law
         referred to therein, are accurate, complete and fair in all material
         respects.

                  (i) The Underwriters shall have received on the Closing Date,
an opinion, dated the Closing Date, in form and substance satisfactory to the
Underwriters, of Cole, Raywid & Braverman, L.L.P., communications counsel to
Century Communications Corp. ("Century"), with respect to the status of the FCC
licenses of Century and such other related matters as the Underwriters may
request.

                  (j) The Underwriters shall have received on the Closing Date,
an opinion, dated the Closing Date, in form and substance satisfactory to the
Underwriters, of Hogan & Hartson LLP, special regulatory counsel to Harron
Communications Corp. ("Harron"), with respect to the status of the FCC licenses
of Harron and such other related matters as the Underwriters may request.

                  (k) The Underwriters shall have received on the Closing Date,
reliance letters, dated as of October 1, 1999, in form and substance
satisfactory to the Underwriters, of Dow Lohnes & Albertson PLC, special
regulatory counsel to FrontierVision and Coaxial with respect to their opinions
to the Company, dated as of October 1, 1999.

                  (l) The Underwriters shall have received a certificate, dated
the Closing Date, in form and substance reasonably satisfactory to the
Underwriters, signed on behalf of the Company by any two officers, with respect
to FrontierVision Partners, L.P. ("FrontierVision") and Coaxial Communications
of Southern Ohio, Inc. ("Coaxial," together with FrontierVision, the "Acquired
Entities"), to the effect that, between October 1, 1999 and the Closing Date,
each of the FCC licenses and receive-only earth station registrations in
connection with the Acquired Companies remain in full force and effect and that
except with respect to general rulemaking proceedings and similar matters
relating generally to the cable television industry, to their knowledge: (1)
there has not been any adverse judgment, decree or order which has been issued
specifically against the Acquired Companies; (2) there is no FCC action,
proceeding, complaint or investigation pending or threatened by the FCC against
the Acquired Companies, that, if adversely determined would have a material
adverse effect on each of the Acquired Companies' operations taken as a whole.

                  (m) The Underwriters shall have received an opinion, dated the
Closing Date, in form and substance reasonably satisfactory to the Underwriters,
of Latham & Watkins, counsel to the Underwriters, covering such matters as are
customarily covered in such opinions.

                  (n) The Company shall have furnished to the Underwriters
letters from each of Deloitte & Touche LLP and KPMG LLP, addressed to the
Underwriters and dated as of the date of this Underwriting Agreement and of the
Closing Date, respectively, covering the matters previously requested by Latham
& Watkins, in form and substance satisfactory to Salomon Smith Barney Inc. and
their counsel in their sole discretion.

                  (o) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be
contemplated by the Commission at or prior to the Closing Date; (ii) there shall
not have been any change in the capital stock of the Company nor any material
increase in the short-term or long-term debt of the Company (other than in the
ordinary course of business) from that set forth or contemplated in the
Registration Statement or the Prospectus; (iii) there shall not have been, since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as may otherwise be stated in the
Registration Statement and, any material adverse change in the condition
(financial or other), business, prospects, properties, net worth or results of
operations of the Company and the subsidiaries taken as a whole; (iv) there
shall not have been any announcement by either Moody's Investors Service, Inc.
or Standard & Poor's that (a) it is downgrading its rating assigned to any class
of securities of the Company or any of its subsidiaries, or (b) it is reviewing
its ratings assigned to any class of securities of the Company or any of its
subsidiaries with a view to possible downgrading, or with negative implications
and (v) the Company and the subsidiaries shall not have any liabilities or
obligations, direct or contingent (whether or not in the ordinary course of
business), that are material to the Company and the subsidiaries, taken as a
whole, other than those reflected in the Registration Statement or the
Prospectus.

                  (p) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements herein
contained and required to be performed or complied with by it hereunder at or
prior to the Closing Date.

                  (q) Latham & Watkins shall have been furnished with such
documents, in addition to those set forth above, as they may reasonably require
for the purpose of enabling them to review or pass upon the matters referred to
in this Section 8 and in order to evidence the accuracy, completeness or
satisfaction in all material respects of any of the representations, warranties
or conditions herein contained.

                  (r)    The Shares  shall have been listed or  approved  for
listing  upon notice of issuance on the Nasdaq  National Market.

                  (s) The Company shall have furnish to the Underwriters
"lock-up" letters, in form and substance satisfactory to the Underwriters, duly
signed by the persons or entities set forth on Schedule II hereto.

                  (t) The Rigas Family, through Highland Holdings, shall have
entered into the Direct Offering Agreement and in connection therewith shall
have agreed to "lock-up" their shares of Class B common stock, subject to
certain exceptions, for a period of 180 days from the closing of the purchase of
the Direct Offering Shares, but not to exceed a year from the Closing Date.

                  All such opinions, certificates, letters and other documents
will be in compliance with the provisions hereof only if they are satisfactory
in form and substance to the Underwriters and the Underwriters' counsel.

                  Any certificate or document signed by any officer of the
Company and delivered to the Underwriters or to counsel for the Underwriters,
shall be deemed a representation and warranty by the Company to the Underwriters
as to the statements made therein.

                  The respective obligations of the several Underwriters to
purchase and pay for any Additional Shares shall be subject, in their
discretion, to each of the foregoing conditions to purchase the Firm Shares,
except that all references to the Firm Shares and the Closing Date shall be
deemed to refer to such Additional Shares and the Option Closing Date,
respectively.

         9. Expenses. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction, and filing
with the Commission of the Registration Statement (including financial
statements and exhibits thereto), the Prospectus, and each amendment or
supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging)
of such copies of the Registration Statement, the Prospectus, and all amendments
or supplements to any of them as may be reasonably requested for use in
connection with the offering and sale of the Shares; (iii) the preparation,
printing, authentication, issuance and delivery of certificates for the Shares,
including any stamp taxes in connection with the original issuance and sale of
the Shares; (iv) the printing (or reproduction) and delivery of this
Underwriting Agreement, the Blue Sky Memorandum and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Shares; (v) the registration of the Class A Common Stock under the
Exchange Act and the listing of the Shares on the Nasdaq National Market; (vi)
the registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states as provided in Section 5(f)
hereof (including the reasonable fees, expenses and disbursements of counsel for
the Underwriters relating to the preparation, printing or reproduction, and
delivery of the Blue Sky Memorandum and such registration and qualification);
(vii) the filing fees and the fees and expenses of counsel for the Underwriters
in connection with any filings required to be made with the National Association
of Securities Dealers, Inc.; (viii) the transportation and other expenses
incurred by or on behalf of Company representatives in connection with
presentations to prospective purchasers of the Shares; (ix) the fees and
expenses of the Company's accountants and the fees and expenses of counsel
(including local and special counsel) for the Company.

         10. Effective Date of Agreement. This Underwriting Agreement shall
become effective: (i) upon the execution and delivery hereof by the parties
hereto; or (ii) if, at the time this Underwriting Agreement is executed and
delivered, it is necessary for the Registration Statement or a post-effective
amendment thereto to be declared effective before the offering of the Shares may
commence, when notification of the effectiveness of the Registration Statement
or such post-effective amendment has been released by the Commission. Until such
time as this Underwriting Agreement shall have become effective, it may be
terminated by the Company, by notifying the Underwriters, or by the
Underwriters, by notifying the Company.

                  Any notice under this Section 10 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

         11. Default by an Underwriter. If any one or more of the Underwriters
shall fail or refuse to purchase Shares which it or they are obligated to
purchase hereunder, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters are obligated but fail or refuse to purchase on such
date is not more than one-tenth of the aggregate number of Shares which the
Underwriters are obligated to purchase on such date, each non-defaulting
Underwriter shall be obligated, severally, in the proportion which the number of
Shares set forth opposite its name in Schedule I hereto bears to the aggregate
number of Shares set forth opposite the names of all non-defaulting Underwriters
or in such other proportion as you may specify in accordance with the Master
Agreement Among Underwriters of Salomon Smith Barney Inc., to purchase the
Shares which such defaulting Underwriter or Underwriters are obligated, but fail
or refuse, to purchase. If any one or more of the Underwriters shall fail or
refuse to purchase Shares which it or they are obligated to purchase and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares which the Underwriters are
obligated to purchase on such date and arrangements satisfactory to you and the
Company for the purchase of such Shares by one or more non-defaulting
Underwriter or Underwriters or other party or parties approved by you and the
Company are not made within 36 hours after such default, this Underwriting
Agreement will terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case which does not result in
termination of this Underwriting Agreement, either you or the Company shall have
the right to postpone the Closing Date or Option Closing Date, as the case may
be, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
such default of any such Underwriter under this Underwriting Agreement. The term
"Underwriter" as used in this Underwriting Agreement includes, for all purposes
of this Underwriting Agreement, any party not listed in Schedule I hereto who,
with your approval and the approval of the Company, purchases Shares which a
defaulting Underwriter is obligated, but fails or refuses, to purchase.

         12. Termination of Agreement. This Underwriting Agreement shall be
subject to termination in the Underwriters' absolute discretion, without
liability on the part of the Underwriters to the Company, by notice to the
Company, if prior to the Closing Date or any Option Closing Date (if different
from the Closing Date and then only as to the Additional Shares), as the case
may be, (i) trading in securities of the Company on the Nasdaq National Market
or in securities generally on the New York Stock Exchange, the American Stock
Exchange or the Nasdaq National Market shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking activities in New York
or Philadelphia shall have been declared by either federal or state authorities,
or (iii) there shall have occurred any outbreak or escalation of hostilities or
other international or domestic calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in the Underwriters' judgment,
impracticable or inadvisable to commence or continue the offering of the Shares
at the offering price to the public set forth on the cover page of the
Prospectus or to enforce contracts for the resale of the Shares by the
Underwriters. Notice of such termination may be given to the Company by
telegram, telecopy or telephone and shall be subsequently confirmed by letter.

         13. Information Furnished by the Underwriters. The statements set forth
in the statements in the third, ninth, tenth and thirteenth paragraphs under the
caption "Underwriting" in the Prospectus, constitute the only information
furnished by or on behalf of the Underwriters as such information is referred to
in Sections 6(a) and 7 hereof.

         14. Miscellaneous. Except as otherwise provided in Sections 5, 10 and
12 hereof, notice given pursuant to any provision of this Underwriting Agreement
shall be in writing and shall be delivered (i) if to the Company, at the office
of the Company at Adelphia Communications Corporation, Main at Water Street,
Coudersport, Pennsylvania 16915, Attention: Chief Financial Officer; or (ii) if
to the Underwriters, care of Salomon Smith Barney Inc., 388 Greenwich Street,
New York, New York 10013, Attention:
Registration Department.

                  This Underwriting Agreement has been and is made solely for
the benefit of the Underwriters, the Company, its directors and officers, and
the other controlling persons referred to in Section 7 hereof and their
respective successors and assigns, to the extent provided herein, and no other
person shall acquire or have any right under or by virtue of this Underwriting
Agreement. Neither the term "successor" nor the term "successors and assigns" as
used in this Underwriting Agreement shall include a purchaser from the
Underwriters of any of the Shares in his status as such purchaser.

         15. Applicable Law; Counterparts. This Underwriting Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.

                  This Underwriting Agreement may be signed in various
counterparts which together constitute one and the same instrument. If signed in
counterparts, this Underwriting Agreement shall not become effective unless at
least one counterpart hereof shall have been executed and delivered on behalf of
each party hereto.

                            [signature pages follow]


<PAGE>







         Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriters.


                                                 Very truly yours,

                                     ADELPHIA COMMUNICATIONS CORPORATION


                                             By:  /S/ James Brown
                                             Name:  James Brown
                                             Title: Vice-President

Confirmed as of the date first above mentioned.

SALOMON SMITH BARNEY INC.,
as Representative
on behalf of itself and the other
Underwriters listed on Schedule I hereto


/s/ Christopher L. Clipper
Name: Christopher L. Clipper
Title: Vice President








<PAGE>


<TABLE>
<CAPTION>

                                   SCHEDULE i


                                                                                            Number of Additional Shares to be
                                                                                             Purchased if Maximum Option is
                   Name of Underwriter                      Total Number of Firm Shares                 Exercised
                   -------------------                      ---------------------------                 ---------
<S>                                                       <C>                                 <C>
Salomon Smith Barney Inc.                                             600,000                             90,000
Credit Suisse First Boston Corporation                                600,000                             90,000
Goldman, Sachs & Co.                                                  600,000                             90,000
Banc of America Securities, LLC                                       600,000                             90,000
Donaldson, Lufkin & Jenrette Securities Corporation                   600,000                             90,000
Lehman Brothers Inc.                                                  600,000                             90,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated                    600,000                             90,000
Morgan Stanley & Co. Incorporated                                     600,000                             90,000
CIBC World Markets Corp.                                              300,000                             45,000
Credit Lyonnais Securities (USA) Inc.                                 300,000                             45,000
First Union Securities, Inc.                                          300,000                             45,000
SG Cowen Securities Corporation                                       300,000                             45,000
                                                                      -------                             ------
                                                    Total            6,000,000                           900,000



</TABLE>




<PAGE>




                                   SCHEDULE iI


                     Persons Or Entities Subject To Lock-Ups

                                  John J. Rigas
                                Timothy J. Rigas
                                Michael J. Rigas
                                 James P. Rigas
                                   Dorellenic
                             Eleni Acquisition, Inc.
                              Doris Holdings, L.P.
                                Highland Holdings
                              Highland Holdings II