SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 1998

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

                        Commission File Number: 333-19327

                          OLYMPUS COMMUNICATIONS, L.P.
             (Exact name of registrant as specified in its charter)

          Delaware                                        25-1622615
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                           OLYMPUS CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                          23-2868925
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


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

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

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

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

Yes      X        No  ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X





<PAGE>


<TABLE>
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                                      OLYMPUS COMMUNICATIONS, L.P.
                                      OLYMPUS CAPITAL CORPORATION

                                          TABLE OF CONTENTS

PART I

<S>                                                                                                      <C>
     ITEM 1.   BUSINESS....................................................................................3

     ITEM 2.   PROPERTIES.................................................................................20

     ITEM 3.   LEGAL PROCEEDINGS..........................................................................21

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................21

PART II

     ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                      STOCKHOLDER MATTERS.................................................................22

     ITEM 6.   SELECTED FINANCIAL DATA....................................................................22

     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS.................................................24

     ITEM 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................................33

     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................................34

     ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE.................................................52

PART III

     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........................................52

     ITEM 11.  EXECUTIVE COMPENSATION.....................................................................53

     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                     MANAGEMENT...........................................................................53

     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................................55

PART IV

     ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                     FORM 8-K.............................................................................56



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                                       2
<PAGE>







PART I


ITEM 1.  BUSINESS
(Dollars in thousands)


                                  Introduction

     Olympus Communications, L.P. ("Olympus" and, collectively with its
subsidiaries, the "Company") is a joint venture limited partnership between ACP
Holdings, Inc., a wholly-owned subsidiary of Adelphia Communications Corporation
(together with its subsidiaries, "Adelphia") and subsidiaries of FPL Group, Inc.
(together with its subsidiaries, "FPL Group") with 50% of the outstanding voting
interest held by Adelphia and 50% held by FPL Group. On January 28, 1999, the
partners entered into an agreement in which Adelphia will acquire FPL Group's
partnership interests in Olympus no later than July 11, 1999. See "Recent
Development of the System" for additional information about this transaction.
The Company's operations consist of providing telecommunications services
primarily over its networks, which are commonly referred to as broadband
networks because they can transmit large quantities of voice, video and data by
way of digital or analog signals. Adelphia is a leader in the telecommunications
industry with cable television and local telephone operations. As of December
31, 1998, Adelphia owned and managed cable television systems (including
Olympus) with broadband networks that passed in front of 3,252,830 homes and
served 2,304,325 basic subscribers.

     The Company operates one of the largest contiguous cable systems located in
some of the fastest growing markets in Florida. As of December 31, 1998, the
Company's cable system (the "System") passed in front of 943,602 homes and
served 641,575 basic subscribers. In addition to traditional analog cable
television, the Company offers a wide range of telecommunication services
including digital cable television, high speed data and Internet access,
electronic security monitoring, paging and telephony.

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Annual Report on Form 10-K, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, is forward-looking, such as
information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These "forward looking
statements" can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will," "should," "intends" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology or by
discussions of strategy that involve risks and uncertainties. These risks and
uncertainties include, but are not limited to, uncertainties relating to
economic conditions, acquisitions and divestitures, government and regulatory
policies, the pricing and availability of equipment, materials, inventories and
programming, technological developments, the year 2000 issues and changes in the
competitive environment in which the Company operates. Persons reading this
Annual Report on Form 10-K are cautioned that forward-looking statements herein
are only predictions, that no assurance can be given that the future results
will be achieved, and that actual events or results may differ materially as a
result of the risks and uncertainties facing the Company.



                                       3
<PAGE>






                                    Business

     Video Services

     Cable television systems receive a variety of television, radio and data
signals transmitted to receiving sites ("headends") by way of off-air antennas,
microwave relay systems and satellite earth stations. Signals are then
modulated, amplified and distributed primarily through fiber optic and coaxial
cable to subscribers, who pay fees for the service. Cable television systems are
generally constructed and operated pursuant to non-exclusive franchises awarded
by state or local government authorities for specified periods of time.

      Cable television systems typically offer subscribers a package of basic
video services consisting of local and distant television broadcast signals,
satellite-delivered non-broadcast channels (which offer programming such as
news, sports, family entertainment, music, weather, shopping, etc.) and public,
governmental and educational access channels.

     In addition, premium service channels, which provide movies, live and taped
concerts, sports events and other programming, are offered for an extra monthly
charge. At December 31, 1998, over 98% of subscribers of the System were also
offered pay-per-view programming, which allows the subscriber to order special
events or movies and to pay on a per event basis. Local, regional and national
advertising time is sold in the majority of the System, with commercial
advertisements inserted on certain satellite-delivered non-broadcast channels.

     Digital video services are now available to Olympus subscribers who lease
or purchase a digital converter. Digital TV is a computerized method of
defining, transmitting and storing information that makes up a television
signal. Since digital signals can be "compressed," Olympus can transmit up to 12
channels in the space currently used to transmit just one analog channel.
Digital TV converters are available to approximately 92% of Olympus' customers.

     Olympus' digital TV subscribers may also receive "multichannel" premium
services, such as HBO 1, 2, 3 and 4 from East and West Coast satellite feeds,
enhanced Pay-Per-View options with eighteen movie channels, up to 40 channels of
CD-quality music from Music Choice and an interactive on-screen program guide to
help them navigate the new digital choices.

     High Speed Data and Internet Access

     Power Link, the Company's high-speed data service, which includes
residential, institutional and business applications, constitutes an alternative
to the traditional slower speed data offerings available through Internet
Service Providers ("ISPs"). Power Link offers customers speeds comparable to
those available through a T1 line, at costs that compare to a typical ISP plus a
second telephone line.

     The Company's deep fiber design allows the use of the expanded bandwidth
potential of digital compression technology for cable data and video services.
High speed cable data services are now available at speeds far in excess of that
which is currently available via a 28.8 kilobit per second telephone modem. In
addition, using a high speed cable modem and special ethernet card allows the
user to bypass telephone lines, does not require the user to log on, and allows
for multiple sessions or connections to multiple services simultaneously.

     The Company currently offers high speed Internet access through the use of
one way cable modems, which provides the high speeds of broadband on the data
downstream and utilizes a telephone line return path. One way cable modems
enable the Company to offer the high speed data service to the bulk of its
customers, while completing the system buildout of two way broadband plant.

     The Company also offers traditional dial up Internet access for those
customers who initially prefer this method of Internet access to the higher
speeds of our broadband network. This establishes the Company as a full service


                                       4
<PAGE>

Internet provider and creates a customer base that can be upgraded to the high
speed service in the future.

     Electronic Security Monitoring

     The Company provided electronic security monitoring services and equipment
to approximately 37,000 accounts in Florida as of December 31, 1998. The Company
markets its services to both residential and commercial customers. The
residential customers represent approximately 85% of its customers and the
commercial market represents the remainder. The Company offers these customers
video-telemetry systems, intercom and sound systems and other low voltage
products.

     The Company's strategy for marketing electronic security monitoring
services and equipment is to leverage all of the distribution channels available
through the Company's existing market presence including customer service and
billing resources, cable channel advertising, marketing literature, and
relationships with developers, builders and homeowners' associations.

     Other Services

     The Company offers wireless messaging services to its subscribers through
an affiliate, Page Time, Inc., a wholly-owned subsidiary of Adelphia which
provides one-way messaging services to the Company via resale arrangements with
existing paging network operators. The Company had approximately 4,800 paging
subscribers at December 31, 1998.

     In December 1997, the Company also began selling long distance telephone
service on a resale basis. Services offered include state-to-state and in-state
long distance, as well as 800 service, international calling, calling card
services and debit card services. The Company's sales effort is focused on the
consumer market and emphasizes the simplicity and savings of one low monthly
rate plus a competitive usage fee available 24 hours a day, 7 days a week.

     Operating Strategy

     The Company's strategy is to construct and operate a broadband network
capable of offering a broad range of telecommunications services and providing
superior customer service while maximizing operating efficiencies. The Company
intends to continue as a cable television service provider as well as providing
bundled communications services combining cable television service with high
speed data and Internet access, electronic security monitoring, paging and
telephony in South Florida. The Company expects to achieve these goals through
strong internal growth and investment in and upgrade of its networks.

     The Company's coverage areas encompass certain regions with attractive
demographics, including above average income levels and strong population growth
trends. Approximately 25% of the homes in the Company's market areas are located
in planned communities that typically provide better cross-marketing
opportunities. The Company had internal basic subscriber growth of 3.0% during
the 12 months ended December 31, 1998, and expects that the markets it operates
in will continue to provide opportunities for growth.

     The Company considers technological innovation to be an important component
of its service offerings and customer satisfaction. The Company intends to
continue the upgrade of its network infrastructure to add channel capacity,
increase digital transmission capabilities and further improve system
reliability. As a result, the Company believes it will have one of the most
advanced cable network infrastructures in the United States.

     Management believes the technical level of its system and the concentration
of its customer base contribute favorably to the Company's cash flow margin.

                                       5
<PAGE>

     Recent Development of the System

     The Company has focused on acquiring and developing systems in markets that
have favorable historical growth trends. The Company believes that the strong
household growth trends in its System's market areas are a key factor in
positioning itself for future growth in basic subscribers.

     On January 28, 1999, Adelphia entered into an agreement to acquire the
Olympus partnership interests owned by FPL Group for approximately $108,000,
subject to definitive terms to be negotiated by both parties. Upon the closing
of this transaction, Adelphia will own 100% of Olympus. Closing of this
transaction is expected to occur during the third quarter of 1999.

     On December 4, 1998, Olympus consummated a series of transactions to
restructure the ownership of Tele-Media Investment Partnership ("TMIP"). The
restructuring resulted in Olympus exchanging its non-consolidated preferred
limited partnership investment in TMIP for 100% ownership of a cable television
system serving approximately 28,000 subscribers in Palm Beach County, Florida
subject to $38,027 in debt and a 75% consolidated general partner interest in
TMIP subject to $31,166 in debt. The restructured TMIP owns a cable television
system serving approximately 34,000 subscribers located principally in Broward
County, Florida and a 33.9% interest in an entity which owns cable television
systems serving approximately 10,000 subscribers in Virginia. The acquisition
was accounted for under the purchase method of accounting.

     On November 30, 1998, Olympus acquired cable television systems from Time
Warner for approximately $33,400. These systems serve approximately 20,000
subscribers in communities around Lake Okeechobee, Florida. The acquisition has
been accounted for under the purchase method of accounting.

     On July 15, 1998, Olympus acquired the Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition was accounted for under the
purchase method of accounting.

     On June 30, 1998, Olympus sold its Madeira Beach, Florida cable television
system, serving approximately 6,000 subscribers, to Cable One, Inc. for
approximately $10,500.



                                       6
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     The following table indicates the growth of the Company's System by
summarizing the number of homes passed by cable and the number of basic
subscribers for each of the five years in the period ended December 31, 1998.
The table also indicates the numerical growth in subscribers attributable to
acquisitions and the numerical and percentage growth attributable to internal
growth. For the period January 1, 1994 through December 31, 1998, 62% of
aggregate internal basic subscriber growth for the Company's System was derived
from internal growth in homes passed, while the remaining 38% of such aggregate
growth was derived from penetration increases.

<TABLE>
<CAPTION>


                                                  Year Ended December 31,
                                 --------------------------------------------------------
                                    1994       1995        1996        1997        1998
                                 --------   ---------   ---------   ---------   ---------

Homes passed (a)
<S>                              <C>         <C>         <C>         <C>         <C>    
Beginning of period (b) ......    404,890     415,896     562,330     646,770     749,884
Internal growth (c) ..........     11,006       6,046      23,940      16,459      19,322
% Internal growth ............        2.7%        1.5%        4.3%        2.5%        2.6%
Acquired homes passed ........       --       140,388      60,500      86,655     174,396
End of period ................    415,896     562,330     646,770     749,884     943,602

Basic subscribers (d)
Beginning of period (b) ......    233,411     251,933     343,332     412,260     497,972
Internal growth (c) ..........     18,522       6,352      13,733      16,187      14,781
% Internal growth ............        7.9%        2.5%        4.0%        3.9%        3.0%
Acquired subscribers .........       --        85,047      55,195      69,525     128,822
End of period ................    251,933     343,332     412,260     497,972     641,575
Basic penetration (e) ........       60.6%       61.1%       63.7%       66.4%       68.0%

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

<FN>

(a) A home is deemed to be "passed" by cable if it can be connected to the
    distribution system without any further extension of the cable distribution
    plant.

(b) On June 30, 1994, the Company sold to Adelphia 85% of the common stock of
    Northeast Cable Inc. ("Northeast"). Data for Northeast is excluded for all
    periods presented.

(c) The number of additional homes passed or additional basic subscribers not
attributable to acquisitions of new cable systems.

(d) A home with one or more television sets connected to the System is counted
as one basic subscriber.

(e) Basic subscribers as a percentage of homes passed by cable.
</FN>
</TABLE>

     Financial Information

     The financial data regarding the Company's revenues, results of operations
and identifiable assets for each of the Company's last three fiscal years is set
forth in, and incorporated herein by reference to, Item 8, Financial Statements
and Supplementary Data of this Form 10-K.

     Technological Developments

     The Company has made a substantial commitment to the technological
development of the System and has actively sought to upgrade the technical
capabilities of its cable plant in a cost efficient manner. System development
will allow the Company to increase the plant capacity, provide two-way
communication and other digital services and at the same time further increase
the reliability of the plant.

     The design of the current System upgrade, when completed, will deploy on
average one fiber optic node for every two System plant miles or approximately
one fiber node for every 180 homes passed compared to the industry norm of 500
to 1000 homes passed per fiber optic node. The entire System will be upgraded to
750 Mhz comprised of 550 Mhz analog (80 channels) and 200 Mhz digital (400
channels, assuming 12 to 1 compression). The upgraded system will be completely


                                       7
<PAGE>

addressable and provide two-way communication capability. The additional
bandwidth will enable the Company to offer additional video programming
services. The 200 Mhz of digital capacity can be allocated to the new service
offerings such as two-way data, telephony and video-on-demand. The Company
believes the combination of the 200 Mhz of digital capacity and the relatively
low homes passed per fiber node will provide adequate capacity and flexibility
to offer any and all of the existing and anticipated services into the
foreseeable future with minimal additional capital expenditures.

     The upgraded System, on average, will include only two active pieces of
equipment between the headend and the home. Limiting the number of active pieces
of equipment combined with the small number of homes per fiber node reduces the
potential for mechanical failure and the number of customers affected by such a
failure, all of which provides increased reliability to the customers.

     Subscriber Services and Rates

     The Company's revenues are derived principally from monthly subscription
fees for various services. Rates to subscribers vary in accordance with the type
of service selected. Although service offerings vary across franchise areas
because of differences in plant capabilities, each of the areas typically offer
services at monthly prices ranging as follows:

<TABLE> 
<CAPTION>

     Service                                                   Rate Range
     ---------------------------------------------        -------------------
<S>                                                       <C>       
     Basic Cable Television                               $    6.50 - 33.95
     Premium Cable Television                             $    6.95 - 12.95
     Digital Television                                   $    9.95
     High Speed Internet Access                           $   34.95 - 49.95
     Dial-up Internet Access                              $   15.95 - 29.95
     Paging                                               $    6.95 - 29.95
     Electronic Security Monitoring                       $   21.00 - 30.00
</TABLE>


     In addition, the Company derives revenue from telephony, with rates
determined on a usage basis.

     An installation fee, which the Company may wholly or partially waive during
a promotional period, is usually charged to new subscribers. Subscribers are
free to terminate services at any time without charge, but often are charged a
fee for reconnection or change of service.

     The Cable Communications Policy Act of 1984 (the "1984 Cable Act," as
amended by the 1992 Cable Act), deregulated basic service rates for systems in
communities meeting the FCC's definition of effective competition. Pursuant to
the FCC's definition of effective competition adopted following enactment of the
1984 Cable Act, substantially all of the Company's franchises were rate
deregulated. However, in June 1991, the FCC amended its effective competition
standard, which increased the number of cable systems that could be subject to
local rate regulation. The 1992 Cable Act contains a new definition of effective
competition under which nearly all cable systems in the United States are
subject to regulation of basic service rates. Additionally, the legislation (i)
eliminates the 5% annual basic rate increase allowed by the 1984 Cable Act
without local approval; (ii) allows the FCC to adjudicate the reasonableness of
rates for non-basic service tiers, other than premium services, for cable
systems not subject to effective competition in response to complaints filed by
franchising authorities and/or cable subscribers; (iii) prohibits cable systems
from requiring subscribers to purchase service tiers above basic service in
order to purchase premium services if the system is technically capable of doing
so; (iv) allows the FCC to impose restrictions on the retiering and
rearrangement of cable services under certain circumstances; and (v) permits the
FCC and franchising authorities more latitude in controlling rates and rejecting
rate increase requests. The Telecommunications Act of 1996 (the "1996 Act") ends
FCC regulation on nonbasic tier rates on March 31, 1999.

                                       8
<PAGE>

     For a discussion of FCC rate regulation and related developments, see
"Legislation and Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Regulatory and Competitive
Matters."

     Franchises

     The 1984 Cable Act provides that cable operators may not offer cable
service to a particular community without a franchise unless such operator was
lawfully providing service to the community on July 1, 1984 and the franchising
authority does not require a franchise. The System operates pursuant to
franchises or other authorizations issued by governmental authorities,
substantially all of which are nonexclusive. Such franchises or authorizations
awarded by a governmental authority generally are not transferable without the
consent of the authority. As of December 31, 1998, the Company held 157
franchises. Most of these franchises can be terminated prior to their stated
expiration by the relevant governmental authority, after due process, for breach
of material provisions of the franchise.

     Under the terms of most of the Company's franchises, a franchise fee
(generally ranging up to 5% of the gross revenues of the cable system) is
payable to the governmental authority. For the past three years, franchise fee
expense incurred by the Company has averaged approximately 4.2% of gross system
revenues.

     The franchises issued by the governmental authorities are subject to
periodic renewal. In renewal hearings, the authorities generally consider, among
other things, whether the franchise holder has provided adequate service and
complied with the franchise terms. In connection with a renewal, the authority
may impose different and more stringent terms, the impact of which cannot be
predicted. To date, all of the Company's material franchises have been renewed
or extended, at or effective upon their stated expiration, generally on modified
terms. Such modified terms have not been materially adverse to the Company.

     The Company believes that all of its material franchises are in good
standing. From time to time, the Company notifies the franchising authorities of
the Company's intent to seek renewal of the franchise in accordance with the
procedures set forth in the 1984 Cable Act. The 1984 Cable Act process requires
that the governmental authority consider the franchise holder's renewal proposal
on its own merits in light of the franchise holder's past performance and the
community's needs and interests, without regard to the presence of competing
applications. See "Legislation and Regulation." The 1992 Cable Act alters the
administrative process by which operators utilize their 1984 Cable Act franchise
renewal rights. Such changes could make it easier in some instances for a
franchising authority to deny renewal of a franchise.

     Competition

     Although the Company and the cable television industry have historically
faced modest competition, the competitive landscape is changing and competition
will increase. The Company believes that the increase in competition within its
communities will occur gradually over a period of time.

     At the present time, cable television systems compete with other
communications and entertainment media, including off-air television broadcast
signals which a viewer is able to receive directly using the viewer's own
television set and antenna. The extent to which a cable system competes with
over-the-air broadcasting depends upon the quality and quantity of the broadcast
signals available by direct antenna reception compared to the quality and
quantity of such signals and alternative services offered by a cable system. In
many areas, television signals, which constitute a substantial part of basic
service, can be received by viewers who use their own antennas. Local television
reception for residents of apartment buildings or other multi-unit dwelling
complexes may be aided by use of private master antenna services. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including videotape recorders
and cassette players. In recent years, the FCC has adopted policies providing
for authorization of new technologies and more favorable operating environment
for certain existing technologies that provide, or may provide, substantial
additional competition for cable television systems. The extent to which cable
television service is competitive depends in significant part upon the cable
television system's ability to provide an even greater variety of programming
than that available off-air or through competitive alternative delivery sources.


                                       9
<PAGE>

In addition, certain provisions of the 1992 Cable Act and the 1996 Act are
expected to increase competition significantly in the cable industry. See
"Legislation and Regulation."

     The 1992 Cable Act prohibits the award of exclusive franchises, prohibits
franchising authorities from unreasonably refusing to award additional
franchises and permits them to operate cable systems themselves without
franchises.

     Individuals presently have the option to purchase earth stations, which
allow the direct reception of satellite-delivered program services formerly
available only to cable television subscribers. Most satellite-distributed
program signals are being electronically scrambled to permit reception only with
authorized decoding equipment, generally at a cost to the viewer. From time to
time, legislation has been introduced in Congress which, if enacted into law,
would prohibit the scrambling of certain satellite-distributed programs or would
make satellite services available to private earth stations on terms comparable
to those offered to cable systems. Broadcast television signals are being made
available to owners of earth stations under the Satellite Home View Copyright
Act of 1988, which became effective January 1, 1989 for a six-year period. This
Act establishes a statutory compulsory license for certain transmissions made by
satellite owners to home satellite dishes for which carriers are required to pay
a royalty fee to the Copyright Office. This Act has been extended by Congress
until December 31, 1999. The 1992 Cable Act enhances the right of cable
competitors to purchase nonbroadcast satellite-delivered programming. See
"Legislation and Regulation - Federal Regulation."

     Video programming is now being delivered to individuals by high-powered
direct broadcast satellites ("DBS") utilizing video compression technology. This
technology has the capability of providing more than 100 channels of programming
over a single high-powered DBS satellite with significantly higher capacity
available if multiple satellites are placed in the same orbital position. Video
compression technology may also be used by cable operators in the future to
similarly increase their channel capacity. DBS service can be received virtually
anywhere in the United States through the installation of a small rooftop or
side-mounted antenna, and it is more accessible than cable television service
where a cable plant has not been constructed or where it is not cost effective
to construct cable television facilities. DBS service is being heavily marketed
on a nationwide basis by several service providers. One DBS service provider is
proposing to deliver at least some local television stations via satellite, thus
lessening the distinction between cable television and DBS service.

     Cable communications systems also compete with wireless program
distribution services such as multichannel, multipoint distribution service
("MMDS"), commonly called wireless cable systems, which use low-power microwave
frequencies to transmit video programming over-the-air to subscribers. There are
MMDS operators who are authorized to provide or are providing broadcast and
satellite programming to subscribers in areas served by the Company's System.
MMDS systems are less capital intensive, are not required to obtain local
franchises or to pay franchise fees and are subject to fewer regulatory
requirements than cable television systems. MMDS systems' ability to compete
with cable television systems has previously been limited by channel capacity,
the inability to obtain programming and regulatory delays. Recently, however,
MMDS systems have developed digital compression technology, which provides for
more channel capacity and better signal delivery. Although relatively few MMDS
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. A series of
actions taken by the FCC, including reallocating certain frequencies to wireless
services, are intended to facilitate the development of wireless cable
television spectrum that will be used by wireless operators to provide
additional channels of programming over longer distances. Several Regional Bell
Operating Companies acquired interests in major MMDS companies. The Company is
unable to predict whether wireless video services will have a material impact on
its operations.

     Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
residential developments. The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
which preclude franchised cable television operators from serving residents of


                                       10
<PAGE>

such private complexes. However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas upon nondiscriminatory terms and conditions. Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to the terms and conditions of
access to those easements. There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Further, while a franchised cable television system typically is obligated to
extend service to all areas of a community regardless of population density or
economic risk, a SMATV system may confine its operation to small areas that are
easy to serve and more likely to be profitable. Under the 1996 Act, SMATV
systems can interconnect non-commonly owned buildings without having to comply
with local, state and federal regulatory requirements that are imposed upon
cable systems providing similar services, as long as they do not use public
rights-of-way. The U.S. Copyright Office has concluded that SMATV systems are
"cable systems" for purposes of qualifying for the compulsory copyright license
established for cable systems by federal law.

     The FCC has authorized a new interactive television service, which will
permit non-video transmission of information between an individual's home and
entertainment and information service providers. This service will provide an
alternative means for DBS systems and other video programming distributors,
including television stations, to initiate the new interactive television
services. This service may also be used by the cable television industry.

     The FCC also has initiated a new rulemaking proceeding looking toward the
allocation of frequencies in the 28 Ghz range for a new multi-channel wireless
video service that could make 98 video channels available in a single market.
The Company cannot predict at this time whether competitors will emerge
utilizing such frequencies or whether such competition would have a material
impact on the operations of cable television systems.

     The FCC has recently allocated a sizable amount of spectrum in the 31 Ghz
band for use by a new wireless service, Local Multipoint Distribution Service
("LMDS"), which among other uses, can deliver over 100 channels of digital
programming directly to consumers' homes. The FCC auctioned this spectrum to the
public during 1998, with cable operators and local telephone companies
restricted in their participation in this auction. The extent to which the
winning licenses in this service will use this spectrum in particular regions of
the country to deliver multichannel video programming to subscribers, and
therefore provide competition for franchised cable systems, is at this time
uncertain.

     The 1996 Act eliminates the restriction against ownership and operation of
cable systems by local telephone companies within their local exchange service
areas. Telephone companies are now free to enter the retail video distribution
business through any means, such as DBS, MMDS, SMATV or as traditional
franchised cable system operators. Alternatively, the 1996 Act authorizes local
telephone companies to operate "open video systems" without obtaining a local
cable franchise, although telephone companies operating such systems can be
required to make payments to local governmental bodies in lieu of cable
franchise fees. Up to two-thirds of the channel capacity of an "open video
system" must be available to programmers unaffiliated with the local telephone
company. The open video system concept replaces the FCC's video dialtone rules.
The 1996 Act also includes numerous provisions designed to make it easier for
cable operators and others to compete directly with local exchange telephone
carriers. With certain limited exceptions, neither a local exchange carrier nor
a cable operator can acquire more than 10% of the other entity operating within
its own service area.

     Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable industry. The ability of cable systems to
compete with present, emerging and future distribution media will depend to a
great extent on obtaining attractive programming. The availability and exclusive
use of a sufficient amount of quality programming may in turn be affected by
developments in regulation or copyright law. See "Legislation and Regulation."

     The cable television industry competes with radio, television and print
media for advertising revenues. As the cable television industry continues to
develop programming designed specifically for distribution by cable, advertising


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revenues may increase. Premium programming provided by cable systems is subject
to the same competitive factors that exist for other programming discussed
above. The continued profitability of premium services may depend largely upon
the continued availability of attractive programming at competitive prices.

     Telecommunications services which the Company intends to offer in Florida
will compete with services offered by Bell South Corporation and by other
current and potential market entrants, including other Competitive Local
Exchange Carriers ("CLECs"), AT&T, MCI WorldCom, Sprint and other interexchange
or Long Distance Carriers ("IXCs"), cable television companies, microwave
carriers, wireless telecommunications providers and private networks built by
large end users. A number of potential markets are already served by one or more
CLECs. In addition, the major IXCs are expected to offer local
telecommunications services in various markets. MCI WorldCom has announced that
it will invest more than $2,000,000 in fiber optic rings and local switching
equipment in major metropolitan markets throughout the United States, and AT&T
has filed applications with state regulatory authorities for authority to
provide local telecommunications services in all 50 states.

     Employees

     At December 31, 1998, there were 945 full-time employees of the Company,
none of which were covered by collective bargaining agreements. The Company
considers its relations with its employees to be good.

                           Legislation and Regulation

     The cable television industry is regulated by the FCC, some state
governments and most local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by Congress and
various federal agencies may materially affect the cable television industry.
The following is a summary of federal laws and regulations affecting the growth
and operation of the cable television industry and a description of certain
state and local laws.

Cable Television/Federal Laws and Regulations

     Cable Communications Policy Act of 1984

     The 1984 Cable Act became effective on December 29, 1984. This federal
statute, which amended the Communications Act of 1934 (the "Communications
Act"), created uniform national standards and guidelines for the regulation of
cable television systems. Violations by a cable television system operator of
provisions of the Communications Act, as well as of FCC regulations, can subject
the operator to substantial monetary penalties and other sanctions. Among other
things, the 1984 Cable Act affirmed the right of franchising authorities (state
or local, depending on the practice in individual states) to award one or more
franchises within their jurisdictions. It also prohibited non-grandfathered
cable television systems from operating without a franchise in such
jurisdictions. In connection with new franchises, the 1984 Cable Act provides
that in granting or renewing franchises, franchising authorities may establish
requirements for cable-related facilities and equipment, but may not establish
or enforce requirements for video programming or information services other than
in broad categories.

     Cable Television Consumer Protection and Competition Act of 1992

     On October 5, 1992, Congress enacted the 1992 Cable Act. This legislation
effected significant changes to the legislative and regulatory environment in
which the cable industry operates. It amended the 1984 Cable Act in many
respects. The 1992 Cable Act became effective on December 4, 1992, although
certain provisions, most notably those dealing with rate regulation and
retransmission consent, became effective at later dates. The legislation also
required the FCC to initiate a number of rulemaking proceedings to implement
various provisions of the statute. The 1992 Cable Act allows for a greater
degree of regulation on the cable industry with respect to, among other things:
(i) cable system rates for both basic and certain nonbasic services; (ii)
programming access and exclusivity arrangements; (iii) access to cable channels
by unaffiliated programming services; (iv) leased access terms and conditions;
(v) horizontal and vertical ownership of cable systems; (vi) customer service
requirements; (vii) franchise renewals; (viii) television broadcast signal
carriage and retransmission consent; (ix) technical standards; (x) subscriber
privacy; (xi) consumer protection issues; (xii) cable equipment compatibility;


                                       12
<PAGE>

(xiii) obscene or indecent programming; and (xiv) requiring subscribers to
subscribe to tiers of service other than basic service as a condition of
purchasing premium services. Additionally, the legislation encourages
competition with existing cable systems by: allowing municipalities to own and
operate their own cable systems without having to obtain a franchise; preventing
franchising authorities from granting exclusive franchises or unreasonably
refusing to award additional franchises covering an existing cable system's
service area; and prohibiting the common ownership of cable systems and
co-located MMDS or SMATV systems. The 1992 Cable Act also precludes video
programmers affiliated with cable television companies from favoring cable
operators over competitors and requires such programmers to sell their
programming to other multichannel video distributors. This provision may limit
the ability of cable program suppliers to offer exclusive programming
arrangements to cable television companies. A number of provisions in the 1992
Cable Act relating to, among other things, rate regulation, have had a negative
impact on the cable industry and the Company's business.



     Telecommunications Acts of 1996

     The 1996 Act significantly revised the federal regulatory structure. As it
pertains to cable television, the 1996 Act, among other things, (i) eliminates
the regulation of certain nonbasic programming services in 1999; (ii) expands
the definition of effective competition, the existence of which displaces rate
regulation; (iii) eliminates the restriction against the ownership and operation
of cable systems by telephone companies within their local exchange service
areas; and (iv) liberalizes certain of the FCC's cross-ownership restrictions.
The FCC has been conducting a number of rulemaking proceedings in order to
implement many of the provisions of the 1996 Act.

FCC Regulation

     The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations covering such areas as the
registration of cable systems, cross-ownership between cable systems and other
communications businesses, carriage of television broadcast programming,
consumer education and lockbox enforcement, origination cablecasting and
sponsorship identification, children's programming, the regulation of basic
cable service rates in areas where cable systems are not subject to effective
competition, signal leakage and frequency use, technical performance,
maintenance of various records, equal employment opportunity, and antenna
structure notification, marking and lighting. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations. Furthermore, the 1992 Cable Act required the FCC to adopt
implementing regulations covering, among other things, cable rates, signal
carriage, consumer protection and customer service, leased access, indecent
programming, programmer access to cable television systems, programming
agreements, technical standards, consumer electronics equipment compatibility,
ownership of home wiring, program exclusivity, equal employment opportunity, and
various aspects of direct broadcast satellite system ownership and operation.
The 1996 Act requires certain changes to various provisions of these
regulations. A brief summary of the most material federal regulations as adopted
to date follows.

     Rate Regulation

      The 1984 Cable Act codified existing FCC preemption of rate regulation for
premium channels and optional nonbasic program tiers. The 1984 Cable Act also
deregulated basic cable rates for cable television systems determined by the FCC
to be subject to effective competition. The 1992 Cable Act substantially changed
the statutory and FCC rate regulation standards. The 1992 Cable Act replaced the
FCC's old standard for determining effective competition, under which most cable
systems were not subject to local rate regulation, with a statutory provision
that has resulted in nearly all cable television systems becoming subject to
local rate regulation of basic service. The 1996 Act expands the definition of
effective competition to cover situations where a local telephone company or its
affiliate, or any multichannel video provider using telephone company
facilities, offers comparable video service by any means except DBS.
Satisfaction of this test deregulates both basic and nonbasic tiers. The 1996


                                       13
<PAGE>

Act ends FCC regulation of nonbasic tier rates on March 31, 1999.

     The FCC's regulations set standards for the regulation of basic and
nonbasic cable service rates (other than per-channel or per-program services).
The FCC's original rules became effective on September 1, 1993. The rules have
been amended several times. The rate regulations adopt a benchmark price cap
system for measuring the reasonableness of existing basic and nonbasic service
rates, and a formula for evaluating future rate increases. Alternatively, cable
operators have the opportunity to make cost-of-service showings that, in some
cases, may justify rates above the applicable benchmarks. The rules also require
that charges for cable-related equipment (e.g., converter boxes and remote
control devices) and installation services be unbundled from the provision of
cable service and based upon actual costs plus a reasonable profit. Local
franchising authorities and/or the FCC are empowered to order a reduction of
existing rates that exceed the benchmark level for either basic and/or non-basic
cable services and associated equipment, and refunds could be required. The
retroactive refund period for basic cable service rates is limited to one year.
In general, the reductions for basic and nonbasic cable service rates require an
aggregate reduction of up to 17 percent, adjusted forward for inflation and
certain other factors, from the rates in force as of September 30, 1992. The
regulations also provide that future rate increases may not exceed an
inflation-indexed amount, plus increases in certain costs beyond the cable
operator's control, such as taxes, franchise fees and increased programming
costs. Cost-based adjustments to these capped rates can also be made in the
event a cable operator adds or deletes programming channels or completes a
significant system rebuild or upgrade. A significant number of franchising
authorities have become certified by the FCC to regulate the rates charged by
the Company for basic cable service and for associated equipment. Complaints
have also been filed with the FCC seeking review of the rates charged for
nonbasic cable service. The Company's ability to implement rate increases
consistent with its past practices will likely be limited by the regulations
that the FCC has adopted.

     Carriage of Broadcast Television Signals

      The 1992 Cable Act contains new mandatory carriage requirements. These new
rules allow commercial television broadcast stations which are "local" to a
cable system (i.e., the system is located in the station's Area of Dominant
Influence), to elect every three years whether to require the cable system to
carry the station, subject to certain exceptions, or whether the cable system
will have to negotiate for "retransmission consent" to carry the station. Local,
noncommercial television stations are also given mandatory carriage rights,
subject to certain exceptions, within the larger of (i) a 50 mile radius from
the station's city of license or (ii) the station's Grade B contour (a measure
of signal strength). Unlike commercial stations, noncommercial stations are not
given the option to negotiate retransmission consent for the carriage of their
signal. In addition, cable systems will have to obtain retransmission consent
for the carriage of all "distant" commercial broadcast stations, except for
certain "superstations" (i.e., commercial satellite-delivered independent
stations such as WTBS). The statutory must-carry provisions for noncommercial
stations became effective on December 4, 1992. Must-carry rules for both
commercial and noncommercial stations and retransmission consent rules for
commercial stations were adopted by the FCC on March 11, 1993. The most recent
election between must-carry and retransmission consent for local commercial
television broadcast stations was on October 1, 1996. The next election between
must-carry and retransmission consent for local commercial television broadcast
stations will be October 1, 1999.

     Channel Set-Asides

      The 1984 Cable Act permits local franchising authorities to require cable
operators to set aside certain channels for public, educational and governmental
access programming. The Company believes that none of the System's franchises
contain unusually onerous access requirements. The 1984 Cable Act further
requires cable systems with thirty-six or more activated channels to designate a
portion of their channel capacity for commercial leased access by unaffiliated
third parties. The 1992 Cable Act requires leased access rates to be set
according to a formula determined by the FCC. The FCC revised the existing rate
formula in a way that would significantly lower the rates cable operators could
charge. It is possible that such leased access will result in competition to
services offered by the Company on the other channels of its cable systems.

  

                                       14
<PAGE>

    Competing Franchises

      Because of inconsistent court rulings, it is not possible at the present
time to predict the constitutionally permissible bounds of cable franchising and
particular franchise requirements. However, the 1992 Cable Act, among other
things, prohibits franchising authorities from unreasonably refusing to grant
franchises to competing cable systems and permits franchising authorities to
operate their own cable systems without franchises.

     Cross-Ownership

     The 1996 Act repealed the restrictions on local exchange telephone
companies ("LECs") from providing video programming directly to customers within
their local exchange telephone service areas, except in rural areas or by
specific waiver of FCC rules. The 1996 Act also authorized LECs to operate "open
video systems" without obtaining a local cable franchise, although LECs
operating such systems can be required to make payments to local governmental
bodies in lieu of cable franchise fees. Where demand exceeds channel capacity,
up to two-thirds of the channels on an "open video system" must be available to
programmers unaffiliated with the LEC.

     The 1996 Act eliminated the FCC rule prohibiting common ownership between a
cable system and a national broadcast television network. The 1996 Act also
eliminated the statutory ban covering certain common ownership interests,
operation or control between a television station and cable system within the
station's Grade B signal coverage area. However, the parallel FCC rules against
cable/television station cross-ownership remains in place, subject to review by
the FCC within two years. Finally, the 1992 Cable Act prohibits common
ownership, control or interest in cable television systems and MMDS facilities
or SMATV systems having overlapping service areas, except in limited
circumstances. The 1996 Act exempts cable systems facing "effective competition"
from the MMDS and SMATV cross-ownership restrictions.

     Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number of
cable systems that a single cable operator can own. In general, no cable
operator can have an attributable interest in cable systems that pass more than
30% of all homes nationwide. Attributable interests for these purposes include
voting interests of 5% or more (unless there is another single holder of more
than 50% of the voting stock), officerships, directorships and general
partnership interests. The FCC has stayed the effectiveness of these rules
pending the outcome of the appeal from the U.S. District Court decision holding
the multiple ownership limit provision of the 1992 Cable Act unconstitutional.

     The FCC has also adopted rules that limit the number of channels on a cable
system that can be occupied by programming in which the cable system's owner has
an attributable interest. The limit is 40% of all activated channels.

     Franchise Transfers

      The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request submitted after December 4, 1992 within 120 days
after receipt of all information required by FCC regulations and by the
franchising authority. Approval is deemed to be granted if the franchising
authority fails to act within such period.

     Technical Requirements

     Historically, the FCC has imposed technical standards applicable to the
cable channels on which broadcast stations are carried, and has prohibited
franchising authorities from adopting standards which were in conflict with or
more restrictive than those established by the FCC. The FCC has recently revised
such standards and made them applicable to all classes of channels that carry
downstream NTSC video programming. Local franchising authorities are permitted
to enforce the FCC's new technical standards. The FCC also has adopted
additional standards applicable to cable television systems using frequencies in
the 108-137 Mhz and 225-400 Mhz bands in order to prevent harmful interference
with aeronautical navigation and safety radio services, and has also established
limits on cable system signal leakage. Periodic testing by cable operators for
compliance with these technical standards and signal leakage limits is required.
The Company believes that the System is in compliance with these standards in
all material respects. The 1992 Cable Act requires the FCC to update
periodically its technical standards to take into account changes in technology.


                                       15
<PAGE>

The FCC has adopted regulations to implement the requirements of the 1992 Cable
Act designed to improve the compatibility of cable systems and consumer
electronics equipment.

     Pole Attachments

     The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles, unless under the Federal Pole
Attachments Act state public service commissions are able to demonstrate that
they regulate rates, terms and conditions of the cable television pole
attachments. A number of states (including Massachusetts, Michigan, New Jersey,
New York, Ohio and Vermont) and the District of Columbia have certified to the
FCC that they regulate the rates, terms and conditions for pole attachments. In
the absence of state regulation, the FCC administers such pole attachment rates
through use of a formula, which it has devised and from time to time revises.
The 1996 Act directs the FCC to adopt a new rate formula for any attaching
party, including cable systems, which offers telecommunications services. This
new formula will result in significantly higher attachment rates for cable
systems that choose to offer such services.

     Other Matters

     FCC regulation also includes matters regarding a cable system's carriage of
local sports programming; restrictions on origination and cablecasting by cable
system operators; application of the fairness doctrine and rules governing
political broadcasts; customer service; home wiring; and limitations on
advertising contained in nonbroadcast children's programming.

     Copyright

     Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable operators obtain a statutory license to retransmit broadcast
signals. The amount of this royalty payment varies, depending on the amount of
system revenues from certain sources, the number of distant signals carried, and
the location of the cable system with respect to over-the-air television
stations.

     Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license.
The FCC has recommended to Congress that it repeal the cable industry's
compulsory copyright license. The FCC determined that the statutory compulsory
copyright license for local and distant broadcast signals no longer serves the
public interest and that private negotiations between the applicable parties
would better serve the public. Without the compulsory license, cable operators
might need to negotiate rights from the copyright owners for each program
carried on each broadcast station in the channel lineup. Such negotiated
agreements could increase the cost to cable operators of carrying broadcast
signals. The 1992 Cable Act's retransmission consent provisions expressly
provide that retransmission consent agreements between television broadcast
stations and cable operators do not obviate the need for cable operators to
obtain a copyright license for the programming carried on each broadcaster's
signal.

     Copyrighted music performed in programming supplied to cable television
systems by pay cable networks (such as HBO) and basic cable networks (such as
USA Network) has generally been licensed by the networks through private
agreements with the American Society of Composers and Publishers ("ASCAP") and
BMI, Inc. ("BMI"), the two major performing rights organizations in the United
States. As a result of extensive litigation, ASCAP and BMI are both now required
to offer "through to the viewer" licenses to the cable networks which would
cover the retransmission of the cable networks' programming by cable systems to
their subscribers.

     Copyrighted music performed by cable systems themselves on local
origination channels, PEG channels and in locally inserted advertising and cross
promotional announcements must also be licensed. A blanket license is available
from BMI. Cable industry negotiations with ASCAP are still in progress.

                                       16
<PAGE>


Cable Television/State and Local Regulation
      Because a cable television system uses local streets and rights-of-way,
cable television systems are subject to state and local regulation, typically
imposed through the franchising process. State and/or local officials are
usually involved in franchise selection, system design and construction, safety,
service rates, consumer relations, billing practices and community related
programming and services.

     Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. Franchises generally are granted for fixed terms and in
many cases are terminable if the franchise operator fails to comply with
material provisions. The 1984 Cable Act established renewal procedures and
criteria designed to protect incumbent franchises against arbitrary denials of
renewal. While these formal procedures are not mandatory unless timely invoked
by either the cable operator or the franchising authority, they can provide
substantial protection to incumbent franchisees. Even after the formal renewal
procedures are invoked, franchising authorities and cable operators remain free
to negotiate a renewal outside the formal process. Nevertheless, renewal is by
no means assured, as the franchisee must meet certain statutory standards. Even
if a franchise is renewed, a franchising authority may impose new and more
onerous requirements such as upgrading facilities and equipment, although the
municipality must take into account the cost of meeting such requirements. The
1992 Cable Act makes several changes to the process under which a cable operator
seeks to enforce its renewal rights which could make it easier in some cases for
a franchising authority to deny renewal.

     Franchises usually call for the payment of fees, often based on a
percentage of the system's gross subscriber revenues, to the granting authority.
Although franchising authorities may impose franchise fees under the 1984 Cable
Act, such payments cannot exceed 5% of a cable system's annual gross revenues.
In those communities in which franchise fees are required, the Company currently
pays franchise fees ranging up to 5% of gross revenues. Franchising authorities
are also empowered in awarding new franchises or renewing existing franchises to
require cable operators to provide cable-related facilities and equipment and to
enforce compliance with voluntary commitments. In the case of franchises in
effect prior to the effective date of the 1984 Cable Act, franchising
authorities may enforce requirements contained in the franchise relating to
facilities, equipment and services, whether or not cable-related. The 1984 Cable
Act, under certain limited circumstances, permits a cable operator to obtain
modifications or franchise obligations.

     Upon receipt of a franchise, the cable system owner usually is subject to a
broad range of obligations to the issuing authority directly affecting the
business of the system. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or burdensome.
The 1984 Cable Act places certain limitations on a franchising authority's
ability to control the operation of a cable system operator and the courts have
from time to time reviewed the constitutionality of several general franchise
requirements, including franchise fees and access channel requirements, often
with inconsistent results. On the other hand, the 1992 Cable Act prohibits
exclusive franchises, and allows franchising authorities to exercise greater
control over the operation of franchised cable systems, especially in the area
of customer service and rate regulation. The 1992 Cable Act also allows
franchising authorities to operate their own multichannel video distribution
system without having to obtain a franchise and permits states or local
franchising authorities to adopt certain restrictions on the ownership of cable
systems. Moreover, franchising authorities are immunized from monetary damage
awards arising from regulation of cable systems or decisions made on franchise
grants, renewals, transfers and amendments.

     The specific terms and conditions of a franchise and the laws and
regulations under which it was granted directly affect the profitability of the


                                       17
<PAGE>

cable television system. Cable franchises generally contain provisions governing
charges for basic cable television services, fees to be paid to the franchising
authority, length of the franchise term, renewal, sale or transfer of the
franchise, territory of the franchise, design and technical performance of the
system, use and occupancy of public streets and number and types of cable
services provided. The 1996 Act prohibits a franchising authority from either
requiring or limiting a cable operator's provision of telecommunications
services.

     Various proposals have been introduced at the state and local levels with
regard to the regulation of cable television systems, and a number of states
have adopted legislation subjecting cable television systems to the jurisdiction
of centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. Attempts in other states to
regulate cable television systems are continuing and can be expected to
increase. Such proposals and legislation may be preempted by federal statute
and/or FCC regulation. To date, Florida has not enacted such state level
regulation. However, the Company cannot predict whether Florida will engage in
such regulation in the future.

     The foregoing does not purport to describe all present and proposed
federal, state and local regulations and legislation relating to the cable
television industry. Other existing federal regulations, copyright licensing
and, in many jurisdictions, state and local franchise requirements currently are
the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could change, in varying degrees,
the manner in which cable television systems operate. Neither the outcome of
these proceedings nor their impact upon the cable television industry or the
System can be predicted at this time.

Telephony and Telecommunications/Federal Laws and Regulations

     The 1996 Act also alters federal, state and local laws and regulations
regarding telecommunications providers and services, including the Company, and
creates a favorable environment in which the Company may provide telephone and
other telecommunications services and facilities. The following is a summary of
the key provisions of the 1996 Act that could materially affect the
telecommunications business of the Company.

     The 1996 Act was intended to promote the provision of competitive telephone
services and facilities by cable television companies and others. The 1996 Act
declares that no state or local laws or regulations may prohibit or have the
effect of prohibiting the ability of any entity to provide any interstate or
intrastate telecommunications service. States are authorized to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection. The 1996 Act further
provides that cable operators and affiliates providing telecommunications
services are not required to obtain a separate franchise from local franchising
authorities ("LFAs") for such services. An LFA may not order a cable operator or
affiliate to discontinue providing telecommunications services or discontinue
operating its cable system on the basis that it has failed to obtain a separate
franchise or renewal for the provision of telecommunications services. The 1996
Act prohibits LFAs from requiring cable operators to provide telecommunications
service or facilities as a condition of the grant of a franchise, franchise
renewal, or franchise transfer, except that LFAs may seek "institutional
networks" as part of such franchise negotiations.

     The 1996 Act provides that, when cable operators provide telecommunications
services, LFAs may require reasonable, competitively neutral compensation for
management of the public rights-of-way. The LFA must publicly disclose such
compensation requirements.

     The Company believes that it qualifies as a connecting carrier under
federal law and therefore does not need FCC certification to provide intrastate
service. In the event that it is determined that the Company must seek FCC
certification, the Company believes that such certification will be granted by
the FCC in a timely manner. The Company may be required to file certain tariffs
and reports with the FCC.

Interconnection and Other Telecommunications Carrier Obligations

     To facilitate the entry of new telecommunications providers (including
cable operators), the 1996 Act imposes interconnection obligations on all
telecommunications carriers. All carriers must interconnect their networks with
other carriers and must not deploy network features and functions that interfere
with interoperability. LECs also have a set of separate identified obligations
beyond those that apply to new entrants: (i) good faith negotiation with those
seeking interconnection, (ii) unbundling, equal access and non-discrimination
requirements, (iii) resale of services, including "resale at wholesale rates,"
(iv) notice of changes in the network that would affect interconnection and
interoperability and (v) physical collocation unless shown that practical
technical reasons, or space limitations, make physical collocation impractical.

     Under the 1996 Act, individual interconnection rates must be just and
reasonable, based on cost, and may include a reasonable profit. Traffic
termination charges shall be "mutual and reciprocal." The 1996 Act permits
carriers to agree on a "bill and keep" system, but does not require such a
system.

                                       18
<PAGE>

     The 1996 Act contemplates that interconnection agreements will be
negotiated by the parties and submitted to a state public service commission
("SPSC") for approval. A SPSC may become involved, at the request of either
party, if negotiations fail. If the state regulator refuses to act, the FCC may
determine the matter. If the SPSC acts, an aggrieved party's remedy is to file a
case in federal district court. The 1996 Act provides for a rural exemption to
interconnection requests, but also provides that the exception does not apply
where a cable operator makes an interconnection request of a rural LEC within
the operator's franchise area.

     The 1996 Act requires that all telecommunications providers (including
cable operators that provide telecommunications services) must contribute
equitably to a Universal Service Fund ("USF"), and the FCC may exempt an
interstate carrier or class of carriers if their contribution would be minimal
under the USF formula. The 1996 Act allows states to determine which intrastate
telecommunications providers contribute to the USF. The 1996 Act prohibits
geographic end user rate de-averaging to protect rural subscribers' rates.

FCC Interconnection Order

     The FCC recently released its First Report and Order to effectuate the
interconnection provisions of the 1996 Act. In general, the FCC's First Report
and Order appears favorable to the promotion of competition at the local level.
To summarize, the FCC first has asserted broad federal jurisdiction over
interconnection issues and the power to bind both state and local governments.
The FCC also has established procedures for the negotiation, arbitration and
resolution of interconnection agreements. It also has stated that new entrants
essentially always benefit from the terms of subsequent interconnection
agreements entered into by a given LEC with third parties and cannot waive their
"most favored nation" rights in this respect. The FCC also has specified the
manner in which actual physical interconnection must be made available to new
entrants and, in this connection, has specified the manner in which rates
charged to new entrants for physical interconnection must be calculated. The FCC
also has set forth the manner in which LECs must make essential network elements
available to new entrants for resale, again including the manner in which actual
rates are to be calculated.

     In July 1997, the United States Court of Appeals for the Eighth Circuit
vacated in part the FCC's local competition rules. That court concluded that the
FCC did not have the authority to establish rules to govern the pricing of
interconnection, network elements, and resale services provided by incumbent
local exchange carriers. In addition, it found certain other FCC rules to be
unlawful. On January 25, 1999, the Supreme Court issued an opinion in which it
reversed portions of the court of appeals decision. The Supreme Court held that
the FCC has authority under the Communications Act to establish rules, including
pricing rules, to implement the local competition provisions of the
Telecommunications Act of 1996, even with respect to intrastate services. The
Supreme Court did not address the merits of the FCC's 1996 pricing rules. In
addition, the Supreme Court affirmed several of the other rules which had been
promulgated by the FCC, but which had been found unlawful by the court of
appeals. These included a rule allowing requesting carriers to select provisions
from among different interconnection agreements approved by state commissions
(the so-called "pick-and-choose" rule) and a rule allowing requesting carriers
to obtain from incumbent local exchange carriers assembled combinations of
unbundled network elements (sometimes called unbundled network element
platforms). The Supreme Court vacated a FCC rule identifying specific network
elements which incumbent local exchange carriers must make available to
requesting carriers on the basis that the FCC had failed to consider 1) whether
such network elements were necessary, and 2) whether the failure to make network
elements available would impair the ability of requesting carriers to provide
the services they seek to offer. The FCC has indicated that it will conduct
further proceedings to comply with the Supreme Court's opinion regarding the
availability of network elements. Whether incumbent local exchange carriers will
be required to make available combined platforms of network elements will depend
on how the FCC implements the "necessary" and "impair" standards governing
network element availability in light of the Supreme Court opinion.

Internet Services/Federal Laws and Regulations

     Transmitting indecent material via the Internet was made criminal by the
1996 Act. However, on-line access providers are exempted from criminal liability
for simply providing interconnection service; they are also granted an
affirmative defense from criminal or other action where in "good faith" they


                                       19
<PAGE>

restrict access to indecent materials. These provisions have been challenged in
federal court. The 1996 Act further exempts on-line access providers from civil
liability for actions taken in good faith to restrict access to obscene,
excessively violent or otherwise objectionable material.

Telephony and Telecommunications/State Law and Regulation

     In 1995, the Florida Legislature amended Chapter 362 of Florida Statutes by
enacting "An Act Relating to Local Exchange Telecommunications Companies"
("Florida Act") (Chapter 362, Fl. Stat. (1995)). This new law substantially
altered Florida law regarding telecommunications providers and services, such as
Olympus. The following is a summary of the key provisions of the Florida Act and
associated Florida Public Service Commission ("PSC") actions that could
materially affect Olympus' telecommunications business.

     The Florida Act

     The Florida Act vests in the PSC virtually exclusive jurisdiction over
intrastate telecommunications matters. The Florida Act limits municipalities to
taxation of certain telecommunications services or management of long distance
carriers' occupation of local rights-of-way. The Florida Act further directs the
PSC to employ flexible regulatory treatment to ensure the widest possible range
of telecommunications services, and provides that new entrants such as the
Company are subject to a lesser level of regulatory oversight than LECs.

     PSC Actions

     Pursuant to the Florida Act (and the 1996 Act and the FCC's First Report
and Order), the PSC is conducting several proceedings to address competitive
issues. To summarize, pursuant to the Florida Act, the PSC has adopted rules
requiring certification of CLEC Interexchange Telecommunications Service
Providers; Operator Service Providers; Alternative Access Vendor Services and
Shared Tenant Services Providers. The Florida Act provides that the PSC shall
grant certification to applicants upon a showing of sufficient technical,
financial, and managerial capability to provide service in the geographic area
proposed to be served. The Company believes that Olympus meets the statutory
requirements for PSC certification for any type of intrastate telecommunications
service provider, and that any such application process should be completed
expeditiously. In addition, like the 1996 Act, the Florida Act requires LECs to
interconnect with certified CLECs. Approximately fourteen interconnection
agreements have been reached between LECs and CLECs to date, while approximately
five CLECs have requested PSC arbitration of stalled agreements. The PSC is
obligated under the Florida Act to arbitrate any disputes in no more than 120
days from date of request. As well, the PSC has ordered BellSouth, the state's
largest LEC, to unbundle eight network elements for resale by CLECs, and the PSC
has ordered favorable interim rates for these elements. The PSC has not yet
adopted an order resolving wholesale discounts associated with local service
resale.

     Based on the foregoing, the Company believes that the Florida Act and
actions of the PSC to date reflect a generally favorable legal and regulatory
environment for new entrants, such as Olympus, to intrastate telecommunications
in Florida.


ITEM 2.   PROPERTIES
     The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headends and distribution systems and subscriber house drop equipment
for each of its cable television systems. The signal receiving apparatus
typically includes a tower, antenna, ancillary electronic equipment and earth
stations for reception of satellite signals. Headends, consisting of associated
electronic equipment necessary for the reception, amplification and modulation
of signals, are located near the receiving devices. The Company's distribution
system consists primarily of coaxial and fiber optic cables and related
electronic equipment. Subscriber devices consist of decoding converters. The
physical components of cable television systems require maintenance and periodic
upgrading to keep pace with technological advances.

                                       20
<PAGE>

     The Company's cables and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities, although
in some areas the distribution cable is buried in underground ducts or trenches.
See "Legislation and Regulation-FCC Regulation."

     The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices
in each of its market areas, and owns most of its service vehicles.

     Substantially all of the assets of Olympus' subsidiaries are subject to
encumbrances as collateral in connection with the Company's credit arrangements,
either directly with a security interest or indirectly through a pledge of the
stock or partnership interests in the respective subsidiaries. See Note 3 to the
Olympus Communications, L.P. consolidated financial statements. The Company
believes that its properties, both owned and leased, are in good operating
condition and are suitable and adequate for the Company's business operations.


ITEM 3.  LEGAL PROCEEDINGS
     There are no material pending legal proceedings, other than routine
litigation incidental to the business, of which the Company or any of its
subsidiaries is a part or to which any of their property is subject.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year 1998.



                                       21
<PAGE>






PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Not applicable.

ITEM 6.  SELECTED FINANCIAL DATA

(Dollars in thousands)

     The selected consolidated financial data as of and for each of the five
years in the period ended December 31, 1998 have been derived from the audited
consolidated financial statements of the Company. These data should be read in
conjunction with the consolidated financial statements and related notes
thereto, for each of the three years in the period ended December 31, 1998 and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Annual Report on Form 10-K. The Statement
of Operations Data with respect to the years ended December 31, 1994 and 1995,
and the balance sheet data at December 31, 1994, 1995, and 1996 have been
derived from audited consolidated financial statements of the Company not
included herein.

<TABLE>
<CAPTION>


                                                                   Year Ended December 31,
                                                -------------------------------------------------------------
                                                   1994         1995         1996         1997        1998
                                                ---------    ---------    ---------    ---------    ---------
Statement of Operations Data:
<S>                                             <C>          <C>          <C>          <C>          <C>         
Revenues                                        $  94,458    $ 120,968    $ 159,870    $ 176,363    $ 215,642
Direct operating and programming expenses          22,369       37,494       48,598       56,905       73,871
Selling, general and administrative expenses       18,708       23,912       28,974       32,163       37,720
Depreciation and amortization                      36,703       31,953       40,446       43,337       51,933
Management fees                                     6,302        6,334        8,839        9,566       13,174
                                                ---------    ---------    ---------    ---------    ---------

Operating income                                   10,376       21,275       33,013       34,392       38,944

Interest expense                                  (22,889)     (29,217)     (40,748)     (50,150)     (53,222)
Interest expense - affiliates                      (9,373)      (7,501)      (6,600)      (6,600)      (9,582)
Gain on sale of assets                               --           --           --          1,522        7,215
Other income (expense)                                585          (15)         401        1,085          686
                                                ---------     ---------    ---------    ---------    ---------

Loss before income taxes and extraordinary
loss (a)                                          (21,301)     (15,458)     (13,934)     (19,751)     (15,959)
Income tax benefit (expense)                          276       (2,824)       2,984          (51)        (115)
Extraordinary loss (a)                               --         (1,109)        --           --           --
                                                ---------    ---------    ---------    ---------    ---------
Net loss                                        $ (21,025)   $ (19,391)   $ (10,950)   $ (19,802)   $ (16,074)
                                                =========    =========    =========    =========    =========



Loss  per  general  and  limited  partners'  
unit before extraordinary loss                  $  (2,103)   $  (1,828)   $  (1,095)   $  (1,980)   $  (1,607)
Basic and diluted net loss per general
and limited partners' unit after priority
return and accretion requirements               $  (8,383)   $  (8,275)   $  (7,659)   $  (9,570)   $ (10,553)
Cash distributions declared per general
and limited partners' unit                      $    --      $    --      $   5,467    $    --      $    --

</TABLE>






                                       22
<PAGE>





<TABLE>
<CAPTION>

                                                              December 31,
                                -----------------------------------------------------------------------
                                    1994           1995           1996           1997           1998
                                -----------    -----------    -----------    -----------    -----------
Balance Sheet Data:
<S>                             <C>            <C>            <C>            <C>            <C>        
Total assets                    $   375,985    $   533,909    $   640,221    $   728,952    $ 1,011,999
Total debt (b)                      314,069        419,809        572,713        673,804        726,982
Redeemable Preferred Limited
Partner Interests                   276,101           --             --             --             --
Partners' equity (deficiency)      (494,105)       (18,544)       (84,199)      (112,217)      (135,947)


                                                         Year Ended December 31,
                                -----------------------------------------------------------------------
                                      1994          1995           1996           1997           1998
                                -----------------------------------------------------------------------
Other Data and Financial Ratios:
Interest expense                $    32,262    $    36,718    $    47,348    $    56,750    $    62,804
Cash provided by operating
activities                           20,285          8,161         33,411         21,305         25,589
Cash provided by (used for)
investing activities                 19,402       (107,351)       (70,444)       (51,821)      (196,398)
Cash (used for) provided by
financing activities                (50,633)       131,442         30,822          7,604        211,872
Capital Expenditures                 23,916         21,498         28,117         37,867         59,672
<FN>


(a) Extraordinary loss relates to loss on the early retirement of debt.

(b) Excludes affiliate debt.
</FN>
</TABLE>





                                       23
<PAGE>




iTEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

(Dollars in thousands)

RESULTS OF OPERATIONS

General

     Olympus is a joint venture limited partnership formed under the laws of
Delaware with 50% of the outstanding voting interests held by ACP Holdings,
Inc., a wholly-owned subsidiary of Adelphia and managing general partner of
Olympus. The remaining 50% of the voting interest is held by various wholly
owned subsidiaries of FPL Group. Adelphia and FPL Group also held, as of
December 31, 1998, $366,861 and $183,430, respectively, aggregate principal
amount of non-voting Preferred Limited Partnership ("PLP") interests in the
Company, which provide for a 16.5% per annum priority return. On January 28,
1999, the partners entered into an agreement in which Adelphia will acquire FPL
Group's partnership interests in Olympus no later than July 11, 1999.

     Olympus Capital Corporation, a wholly owned subsidiary of the Company, was
formed solely for the purpose of serving as a co-issuer with Olympus
Communications, L.P. of the 10 5/8% Senior Notes due 2006. Olympus Capital
Corporation has no substantial assets or liabilities and no operations of any
kind and the Indenture, pursuant to which such Senior Notes were issued, limits
Olympus Capital Corporation's ability to acquire or hold any significant assets
or other properties or engage in any business activities other than in
connection with the issuance of the Senior Notes.

     Olympus earned substantially all of its revenues in each of the last three
fiscal years from monthly subscriber fees for basic, satellite, premium and
ancillary services (such as installations and equipment rentals), local and
national advertising sales, pay-per-view programming, high speed data services,
home shopping networks and electronic security monitoring services.





                                       24
<PAGE>




Comparison of the Years Ended December 31, 1996, 1997 and 1998

     The changes in the Company's results of operations for the year ended
December 31, 1997 compared with the year ended December 31, 1996, were primarily
the result of acquisitions, expanding existing cable television operations and
the impact of subscriber rate increases implemented during June 1996 and 1997.
The changes for the year ended December 31, 1998, compared with the prior year,
were primarily the result of acquisitions, expanding existing cable television
operations, the impact of subscriber rate increases which became effective June
1, 1997 and 1998, growth in advertising revenues and vendor price increases for
the Company's programming. Refer to Liquidity and Capital Resources -
Acquisitions for a discussion of acquisitions. The high level of depreciation
and amortization associated with acquisitions and the continuing program of
upgrading and expansion of the System, and interest and placement costs
associated with financing activities will continue to have a negative impact on
the reported results of operations. The Company expects to report net losses for
the foreseeable future. The following table is derived from the Company's
consolidated financial statements that are included in this Annual Report on
Form 10-K and sets forth the historical percentage relationship to revenues of
the components of operating income contained in such financial statements for
the periods indicated.
<TABLE>
<CAPTION>


                                                      Percentage of Revenues
                                                      Year Ended December 31,
                                                   -----------------------------
                                                     1996       1997      1998
                                                   --------  --------  ---------
<S>                                                 <C>       <C>       <C>   
Revenues                                             100.0%    100.0%    100.0%

Operating expenses:
Direct operating and programming                      30.4      32.3      34.3
Selling, general and administrative                   18.1      18.2      17.4
Depreciation and amortization                         25.4      24.6      24.1
Management fees to managing general partner            5.5       5.4       6.1
                                                   --------  --------  --------
Operating income                                      20.6%     19.5%     18.1%
                                                   ========  ========  ========
</TABLE>


     Revenues

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

<TABLE>
<CAPTION>

                                                  Year Ended December 31,
                                                ---------------------------
                                                  1996      1997      1998
                                                -------   -------   -------

<S>                                              <C>       <C>       <C>
Regulated service and equipment fees                73%       74%       74%
Premium programming fees                            13%       12%       10%
Advertising sales and other services                14%       14%       16%

</TABLE>


     Total revenues for the year ended December 31, 1997 increased 10.3% from
the prior year, primarily due to acquisitions, basic subscriber growth and the
positive impact of rate increases implemented during June 1996 and 1997,
partially offset by price reductions on certain services and a decrease in
premium programming services and advertising revenues. Revenues increased
approximately 22.3% for the year ended December 31, 1998 compared with the prior
year, primarily due to acquisitions, basic subscriber growth, growth in
advertising revenues, and the positive impact of rate increases on June 1, 1997
and June 1, 1998. These increases were partially offset by price reductions on
certain services and a decrease in premium programming services.





                                       25
<PAGE>




     The increases (decreases) were attributable to the following:
<TABLE>
<CAPTION>

                                            Percentage of
                                         Increase (Decrease)
                                         for the Year Ended
                                            December 31,
                                       ---------------------
                                         1997         1998
                                       --------     --------
<S>                                    <C>          <C>
        Acquisitions                        48%          69%
        Basic subscriber growth             38%          13%
        Rate increases                      24%           7%
        Premium programming fees           (11%)         (5%)
        Advertising sales and other          1%          16%
</TABLE>

     Direct Operating and Programming Expenses. Direct operating and programming
expenses, which are mainly basic and premium programming costs and technical
expenses, increased 17.1% and 29.8% for the years ended December 31, 1997 and
1998, respectively, compared with the respective prior years. Such increases
were primarily due to increased basic and premium programming costs and
increased costs associated with providing cable modem and electronic security
monitoring services as well as increased operating expenses from acquired
systems. Net acquired and sold systems accounted for approximately 25% and 20%
of the increase for the years ended December 31, 1997 and 1998, respectively.

     Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives, and sales and administrative employees, increased 11.0% and
17.3% for the years ended December 31, 1997 and 1998, respectively, compared
with the respective prior years. The increases were primarily due to incremental
costs associated with acquisitions, costs associated with subscriber growth and
increased advertising expenses. Net acquired and sold systems accounted for
approximately 35% and 34% of the increase for each of the years ended December
31, 1997 and 1998, respectively. Selling, general and administrative expenses
remained constant as a percentage of revenues for the year ended December 31,
1997 and decreased for the year ended December 31, 1998 when compared with the
respective prior year, which reflects the impact of rate increases and the
successful integration of acquired systems with existing operations.

     Depreciation and Amortization. Depreciation and amortization was higher for
the years ended December 31, 1997 and 1998 compared with the respective prior
year, primarily due to increased depreciation and amortization related to
acquisitions and increased capital expenditures.

     Management Fees to Managing Affiliate. Pursuant to the terms of the
Company's Partnership Agreement, the Company pays to Adelphia, on a quarterly
basis, an amount representing an allocation of the corporate overhead of
Adelphia with respect to the Company for such period, which allocation is based
upon the ratio of the Company's cable subscribers to the total cable subscribers
owned or managed by Adelphia. Management fees were relatively flat as a
percentage of revenues for the year ended December 31, 1997 as compared to the
prior year. Such fees increased as a percentage of revenues for the year ended
December 31, 1998 as compared to the prior year primarily due to increased
corporate expenditures.

     Interest Expense. For the years ended December 31, 1997 and 1998, interest
expense increased 23.1% and 6.1% compared to the respective prior year. The
increase in interest expense during 1997 was primarily attributable to an
increase in the average interest rate on outstanding debt due to the issuance of
$200,000 of 10 5/8% Senior Notes on November 12, 1996 and an increase in the
average amount of debt outstanding during 1997 as compared with the prior year.
The increase in interest expense during 1998 as compared to the prior year was
primarily attributable to an increase in the average amount of debt outstanding
as compared to the prior year primarily due to acquisitions.

     Interest Expense-Affiliates. The Company is charged interest on advances
due to Adelphia and other affiliates. Such advances were used by the Company for
acquisitions, capital expenditures, repayment of debt and working capital.
Interest expense-affiliates was flat for the year ended December 31, 1997 as


                                       26
<PAGE>

compared with the prior year. Interest expense-affiliates increased for the year
ended December 31, 1998 as compared with the prior year primarily due to
increased affiliate payables related to acquisitions.

     Gain on Sale of Assets. The Company exchanged its limited partnership
investment in TMIP for interests in cable television systems in the December 4,
1998 TMIP restructuring. As a result of this exchange, the Company recognized a
gain of approximately $7,200, representing the excess of fair value of the
assets received over the carrying value of the investment exchanged.

Liquidity and Capital Resources

     The cable television business is capital intensive and typically requires
continual financing for the construction, modernization, maintenance, expansion
and acquisition of cable systems. During the three years in the period ended
December 31, 1998, the Company committed substantial capital resources for these
purposes. These expenditures were funded through long-term borrowings and
advances from affiliates and internally generated funds. The Company's aggregate
outstanding borrowings as of December 31, 1998 were $726,982. The Company's
ability to generate cash to meet its future needs will depend generally on its
results of operations and the continued availability of external financing.

     Capital Expenditures

     Capital expenditures for the years ended December 31, 1996, 1997 and 1998
were $28,117, $37,867 and $59,672 respectively. The increases in capital
expenditures for the years ended December 31, 1997 and 1998 compared to the
respective prior years were primarily due to the impact of acquired systems and
increased investment related to the rebuilding of the Company's cable plant. The
Company expects capital expenditures for 1999 to range from $60,000 to $75,000.

     Financing Activities

     The Company's ability to generate cash adequate to meet its future needs
will depend generally on its results of operations and the continued
availability of financing from both its owners and external sources. During the
three year period ended December 31, 1998, the Company funded its working
capital requirements, capital expenditures, and acquisitions through long-term
borrowings primarily from banks and affiliates, issuance of debt securities by
Olympus, advances from affiliates and internally generated funds. The Company
generally has funded the principal and interest obligations on its long-term
borrowings by refinancing the principal with new loans, and by paying the
interest out of internally generated funds.

     Most of Olympus' directly-owned subsidiaries have their own senior credit
agreements. Typically, borrowings under these agreements are collateralized by
the assets of the borrowing subsidiary and its subsidiaries and, in some cases,
are guaranteed by such subsidiary's subsidiaries. At December 31, 1997 and 1998,
an aggregate of $427,000 and $519,443, respectively, in borrowings were
outstanding under these agreements. These agreements limit, among other things,
additional borrowings, investments, transactions with affiliates and other
subsidiaries, and the payment of dividends and fees by the subsidiaries. The
agreements also require maintenance of certain financial ratios by the
subsidiaries. Management believes that the borrowers were in compliance with the
agreements' covenants at December 31, 1998. At December 31, 1998, approximately
$160,605 of the net assets of subsidiaries would be permitted to be transferred
to Olympus in the form of distributions, dividends and loans without the prior
approval of the lenders based upon the results of operations of such
subsidiaries for the quarter ended December 31, 1998. The subsidiaries are
permitted to pay management fees to Olympus or other subsidiaries. Such fees are
limited to a percentage of the subsidiaries' revenues.

     A subsidiary of Olympus is a co-borrower with an affiliate under a $200,000
credit agreement. The subsidiary is permitted to borrow up to $39,500 of the
available credit, none of which was included in subsidiary debt as of December
31, 1997 and 1998. In conjunction with the acquisition of the partnership
interests of National Cable Acquisition Associates, L.P. ("National") in 1997
and the TMIP restructuring in 1998, subsidiaries of Olympus assumed the
obligation for a total of $187,000 of a $350,000 credit agreement of Hilton Head
Communications, L.P. ("Hilton Head"), $118,000 and $135,000 of which was
included in subsidiary debt as of December 31, 1997 and 1998, respectively. Each


                                       27
<PAGE>

of these subsidiaries is liable for all borrowings under the respective credit
agreements, although the lenders have no recourse against Olympus other than
against Olympus' interest in and the assets of the respective subsidiaries.

     The amount of borrowings available to Olympus under revolving credit
agreements is generally based upon the subsidiaries achieving certain levels of
operating performance. Olympus had commitments from banks for additional
borrowings of up to $62,750, which included $52,750 also available to affiliates
at December 31, 1998, which expire through 2003. Olympus pays commitment fees of
 .375% of unused principal.

      Subsidiary debt is due at various dates through 2003. Interest rates are
based upon one or more of the following rates at the option of the borrowers:
prime rate plus 0% to 1%; certificate of deposit rate plus .875% to 2.25%; or
LIBOR plus .625% to 2%. At December 31, 1997 and 1998, the weighted average
interest rate on subsidiary debt was 7.18% and 6.51%, respectively. Interest is
payable quarterly. The rates on 8.6% of Olympus' subsidiary debt were fixed for
at least one year through interest rate swap agreements.

     On November 12, 1996, Olympus issued $200,000 of 10 5/8% Senior Notes (the
"Senior Notes"). Interest is payable semi-annually. The Senior Notes are
unsecured and are due November 15, 2006. Olympus may redeem up to $70,000 of the
Senior Notes at 110.625% of principal through November 6, 1999. Commencing
November 15, 2001, Olympus may redeem the Senior Notes in whole or in part at
105.3125% of principal declining annually to par on November 15, 2004. Holders
of the Senior Notes have the right to require Olympus to redeem their Senior
Notes at 101% of principal upon a Change of Control (as defined in the
Indenture). The pending acquisition by Adelphia of the Olympus partnership
interests owned by the FPL Group would constitute a Change of Control in
accordance with the Indenture and, upon the closing of the transaction, Olympus
would be required to offer to repurchase all of the Senior Notes. The Senior
Note Holders' option expires 30 days from Olympus' mailing of the purchase offer
notices. Olympus intends to fund any redemptions through additional borrowings
and advances from Adelphia. The Indenture stipulates, among other things,
limitations on additional borrowings, payment of dividends or distributions,
repurchase of equity interests, transactions with affiliates and the sale of
assets.

     Olympus has interest rate swap agreements with banks to reduce the impact
of changes in interest rates on its bank debt. Olympus enters into pay-fixed
agreements to effectively convert a portion of its variable-rate debt to
fixed-rate debt. Olympus is exposed to credit loss in the event of
nonperformance by the banks. Olympus does not expect any such nonperformance. At
December 31, 1997, Olympus would have received approximately $615 and at
December 31, 1998, Olympus would have been required to pay approximately $1,327,
to settle its interest rate swap agreements, representing the difference between
fair value and carrying cost of these agreements at the respective dates.

     Acquisitions

     On December 4, 1998, Olympus consummated a series of transactions to
restructure the ownership of TMIP. The restructuring resulted in Olympus
exchanging its nonconsolidated preferred limited partnership investment in TMIP
for 100% ownership of a cable television system serving approximately 28,000
subscribers in Palm Beach County, Florida subject to $38,027 in debt and a 75%
consolidated general partner interest in TMIP subject to $31,166 in debt. The
restructured TMIP owns a cable television system serving approximately 34,000
subscribers located principally in Broward County, Florida and a 33.9% interest
in an entity which owns cable television systems serving approximately 10,000
subscribers in Virginia. The acquisition was accounted for under the purchase
method of accounting.

     On November 30, 1998, Olympus acquired cable television systems from Time
Warner for approximately $33,400. These systems serve approximately 20,000
subscribers in communities around Lake Okeechobee, Florida. The acquisition has
been accounted for under the purchase method of accounting.

     On July 15, 1998, Olympus acquired the Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition was accounted for under the
purchase method of accounting.

                                       28
<PAGE>

     In 1997, Olympus completed the acquisition of all of the partnership
interests of National from Hilton Head, an entity controlled by the family of
John Rigas (principal shareholder of Adelphia), for a purchase price of
approximately $118,000. National provided cable service to approximately 57,000
subscribers in Palm Beach County, Florida at the date of acquisition and also
owned limited partnership interests in TMIP. The acquisition was accounted for
under the purchase method of accounting and National's operations were
consolidated with Olympus for financial reporting purposes effective as of
October 1, 1997.

     On January 5, 1996, Olympus acquired all of the southeast Florida cable
systems of the Leadership Cable division of Fairbanks Communications, Inc.,
("Leadership Cable") which at the acquisition date served approximately 50,000
cable and security subscribers for a purchase price of $95,800. Leadership Cable
provides cable service and security services in and around West Palm Beach,
Florida. The purchase price consisted of $40,000 in cash and a $70,000
non-interest bearing discount seller note. This note was recorded at $55,800 at
acquisition and accreted to the $70,000 face amount. The acquisition was
accounted for under the purchase method of accounting.

     Resources

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

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

     Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable companies or their assets, and other partnering and
investment transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.

Recent Accounting Pronouncements

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

                                       29
<PAGE>

Inflation

     In the three years in the period ended December 31, 1998, the Company
believes that inflation did not have a significant effect on its results of
operations. Periods of high inflation could have an adverse effect to the extent
that increased borrowing costs for floating-rate debt may not be offset by
increases in subscriber rates. At December 31, 1998, after giving effect to
interest rate hedging agreements, approximately $481,482 of the Company's total
debt was subject to floating interest rates.

Regulatory and Competitive Matters

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

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

     The FCC has adopted regulations implementing all of the requirements of the
1992 Cable Act. The FCC is also likely to continue to modify, clarify or refine
the rate regulations. Olympus cannot predict the effect of the 1996 Act on
future rulemaking proceedings or changes to the rate regulations.

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

     The 1996 Act repealed the prohibition on local telephone exchange carriers
("LECs") from providing video programming directly to customers within their
local exchange areas other than in rural areas or by specific waiver of FCC
rules. The 1996 Act also authorized LECs to operate "open video systems" ("OVS")
without obtaining a local cable franchise, although LECs operating such a system
can be required to make payments to local governmental bodies in lieu of cable
franchise fees. Where demand exceeds capacity, up to two-thirds of the channels
on an OVS must be available to programmers unaffiliated with the LEC. The


                                       30
<PAGE>

statute states that the OVS scheme supplants the FCC's "video dialtone" rules.
The FCC has promulgated rules to implement the OVS concept, and New Jersey Bell
Telephone Company has been granted permission to convert its video dialtone
authorization in Dover Township, New Jersey to an OVS authorization.

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

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

Year 2000 Issues

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

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

- information processing and financial reporting systems,
- customer billing systems,
- customer service systems,
- telecommunication transmission and reception systems, and 
- facility systems.

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

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

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

     The Company has substantially completed inventorying and assessing the
affected computerized systems and technologies. The Company is in various stages
of its year 2000 compliance program with respect to the remaining phases as it
relates to the affected systems and technologies.

     The Company has engaged a consulting firm familiar with its financial
reporting systems. This firm has developed and tested year 2000 solutions that
the Company is in the process of implementing. The Company expects its financial
reporting systems to be year 2000 compliant by June 1999.

     A third-party billing vendor currently facilitates customer billing. The
Company is currently in the process of testing an in-house service ordering,
provisioning, maintenance and billing system that would replace the third-party
billing vendor. The Company expects to have this new system implemented by


                                       31
<PAGE>

September 1999. On a contingency basis, the third-party vendor has provided a
written statement that it will certify it is fully year 2000 compliant by June
1999.

     Telecommunication plant rebuilds and upgrades in recent years have
minimized the potential impact of the year 2000 issue on the Company's
facilities, customer service, telecommunication transmission and reception
systems. The Company is engaged in a comprehensive internal inventory and
assessment of all hardware components and component controlling software
throughout its telecommunication networks. The Company expects to implement any
hardware and software modifications, upgrades or replacements resulting from the
internal review by June 1999.

     Costs incurred through December 31, 1998 directly related to addressing the
year 2000 issue are approximately $50. The Company has also redeployed internal
resources to meet the goals of its year 2000 program. The Company currently
estimates the total cost of its year 2000 remediation program to be
approximately $750. Although the Company will continue to incur substantial
capital expenditures in the ordinary course of meeting its telecommunications
system upgrade goals through the year 2000, it will not specifically accelerate
its expenditures to facilitate year 2000 readiness, and accordingly such
expenditures are not included in the above estimate.

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

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





                                       32
<PAGE>






ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


     The Company uses fixed and variable rate debt to fund its working capital
requirements, capital expenditures and acquisitions. These debt arrangements
expose the Company to market risk related to changes in interest rates. The
Company has entered into interest rate swap agreements with banks to reduce the
impact of changes in interest rates by effectively converting a portion of its
variable rate debt to fixed rate debt. As of December 31, 1998, the Company had
interest rate swap agreements covering notional principal of $40,000 that expire
during 2000 and that fix the interest rate at an average of 7.68%. The Company
does not enter into any interest rate swap agreements for trading purposes. The
Company is exposed to credit loss in the event of non-performance by the banks.
No such non-performance is expected. The table below summarizes the fair values
and contract terms of the Company's financial instruments subject to interest
rate risk as of December 31, 1998. 

<TABLE> 
<CAPTION>


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

<S>                       <C>        <C>       <C>        <C>       <C>        <C>        <C>        <C>     
Fixed Rate                $     --   $  --     $   --     $  --     $   --     $200,000   $200,000   $228,000
Average Interest Rate                                                            10.625%


Variable Rate             $ 47,000   $66,500   $ 80,750   $158,500  $166,693   $   --     $519,443   $519,443
Average Interest Rate        5.85%     5.83%      6.05%      6.11%     6.21%

Interest Rate Swaps:

Variable to F$xed         $    --    $40,000   $   --     $  --     $   --     $   --     $ 40,000   $ (1,327)
Average Pay Rate                       7.68%
Average Receive Rate                   5.08%

</TABLE>


Interest rates on variable debt are estimated by us using the average implied
forward London Interbank Offer Rate ("LIBOR") rates for the year of maturity
based on the yield curve in effect at December 31, 1998, plus the borrowing
margin in effect at December 31, 1998. Average receive rates on the variable to
fixed swaps are estimated by us using the average implied forward LIBOR rates
for the year of maturity based on the yield curve in effect at December 31,
1998.





                                       33
<PAGE>





<TABLE>
<CAPTION>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     The consolidated financial statements and related notes thereto and
independent auditors report follow.



                                           INDEX TO FINANCIAL STATEMENTS



<S>                                                                                                           <C>
Independent Auditors' Report...................................................................................35

Consolidated Balance Sheets, December 31, 1997 and 1998........................................................36

Consolidated Statements of Operations, Years Ended December 31, 1996, 1997 and 1998............................37

Consolidated Statements of Partners' Equity (Deficiency), Years Ended December 31, 1996,
     1997 and 1998.............................................................................................38

Consolidated Statements of Cash Flows, Years Ended December 31, 1996, 1997 and 1998............................39

Notes to Consolidated Financial Statements.....................................................................40

</TABLE>




                                       34
<PAGE>





INDEPENDENT AUDITORS' REPORT

Olympus Communications, L.P.:

We have audited the accompanying consolidated balance sheets of Olympus
Communications, L.P. and subsidiaries as of December 31, 1997 and 1998, and the
related consolidated statements of operations, partners' equity (deficiency),
and cash flows for each of the three years in the period ended December 31,
1998. Our audits also included the financial statement schedules listed in the
Index at Item 14. These financial statements and financial statement schedules
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Olympus Communications, L.P. and
subsidiaries at December 31, 1997 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998 in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all material respects the information set forth therein.





DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
March 19, 1999




                                       35
<PAGE>





<TABLE>
<CAPTION>


                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                         December 31,
                                                 --------------------------
                                                     1997           1998
                                                 -----------    -----------

ASSETS:
Cable systems, at cost, net of accumulated 
depreciation and amortization:
<S>                                              <C>            <C>        
Property, plant and equipment                    $   265,783    $   355,470
Intangible assets                                    417,559        577,171
                                                 -----------    -----------
Total                                                683,342        932,641

Cash and cash equivalents                              3,554         44,617
Subscriber receivables - net                          12,577         14,407
Prepaid expenses and other assets - net               29,479         20,334
                                                 ===========    ===========
Total                                            $   728,952    $ 1,011,999
                                                 ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Subsidiary debt                                  $   427,000    $   519,443
Parent debt                                          200,000        200,000
Other debt                                            46,804          7,539
Accounts payable                                      15,947         23,311
Subscriber advance payments and deposits               7,907          6,965
Accrued interest and other liabilities                25,265         29,904
Accrued priority return on preferred limited
partner interests                                     22,241         36,397
Due to affiliates - net                               55,169        283,436
Deferred income taxes                                 40,836         40,951
                                                 -----------    -----------
Total liabilities                                    841,169      1,147,946
                                                 -----------    -----------

Commitments and contingencies (Note 5)

Partners' equity (deficiency):
Limited partners' interests                          488,398        570,298
General partners' equity (deficiency)               (600,615)      (706,245)
                                                 -----------    -----------
Total partners' equity (deficiency)                 (112,217)      (135,947)
                                                 ===========    ===========
Total                                            $   728,952    $ 1,011,999
                                                 ===========    ===========


                 See notes to consolidated financial statements.

</TABLE>









                                       36
<PAGE>





<TABLE>
<CAPTION>


                           OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Dollars in thousands)


                                                           Year Ended December 31,
                                                     ------------------------------------
                                                        1996          1997        1998
                                                     ----------   ----------   ----------

<S>                                                  <C>          <C>          <C>      
Revenues                                             $ 159,870    $ 176,363    $ 215,642
                                                     ---------    ---------    ---------

Operating expenses:
Direct operating and programming                        48,598       56,905       73,871
Selling, general and administrative                     28,974       32,163       37,720
Depreciation and amortization                           40,446       43,337       51,933
Management fees to managing affiliate                    8,839        9,566       13,174
                                                     ---------    ---------    ---------
Total                                                  126,857      141,971      176,698
                                                     ---------    ---------    ---------

Operating income                                        33,013       34,392       38,944
                                                     ---------    ---------    ---------

Other income (expense):
Interest expense                                       (40,748)     (50,150)     (53,222)
Interest expense - affiliates                           (6,600)      (6,600)      (9,582)
Gain on sale of assets                                    --          1,522        7,215
Other                                                      401        1,085          686
                                                     ---------    ---------    ---------
Total                                                  (46,947)     (54,143)     (54,903)
                                                     ---------    ---------    ---------

Loss before income taxes                               (13,934)     (19,751)     (15,959)
Income tax benefit (expense)                             2,984          (51)        (115)
                                                     ---------    ---------    ---------

Net loss                                               (10,950)     (19,802)     (16,074)

Priority return on preferred and senior
limited partner interests                              (65,644)     (75,893)     (89,456)
                                                     ---------    ---------    ---------

Net loss of general and limited partners
after priority return                                $ (76,594)   $ (95,695)   $(105,530)
                                                     =========    =========    =========

Basic and diluted net loss per general and limited
partners' unit after priority return                 $  (7,659)   $  (9,570)   $ (10,553)
                                                     =========    =========    =========

                            See notes to consolidated financial statements.

</TABLE>









                                       37
<PAGE>





<TABLE>
<CAPTION>


                                OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                                            (Dollars in thousands)
                                                                                           Total
                                                                                         Partners'
                                                              Limited      General        Equity
                                                              Partners     Partners    (Deficiency)
                                                            ------------ ------------  ------------

<S>                                                         <C>          <C>           <C>         
Balance, December 31, 1995                                  $   396,630  $  (415,174)  $   (18,544)

Net loss of general and limited partners after priority
return                                                             --        (76,594)      (76,594)
Issuance of preferred limited partner interests                  65,711         --          65,711
Capital distributions                                           (54,672)        (100)      (54,772)
                                                            -----------  -----------   -----------

Balance, December 31, 1996                                      407,669     (491,868)      (84,199)

Net loss of general and limited partners after priority
return                                                             --        (95,695)      (95,695)
Excess of ascribed value over historical cost of assets
purchased from affiliate                                           --        (22,752)      (22,752)
Issuance of preferred limited partner interests                  80,729         --          80,729
Capital contributions                                              --          9,800         9,800
Capital distributions                                              --           (100)         (100)
                                                            -----------  -----------   -----------

Balance, December 31, 1997                                  $   488,398  $  (600,615)  $  (112,217)

Net loss of general and limited partners after priority
return                                                             --       (105,530)     (105,530)
Issuance of preferred limited partner interests                  81,900         --          81,900
Capital distributions                                              --           (100)         (100)
                                                            -----------  -----------   -----------
Balance, December 31, 1998                                  $   570,298  $  (706,245)  $  (135,947)
                                                            ===========  ===========  ===========



                              See notes to consolidated financial statements.
</TABLE>







                                       38
<PAGE>





<TABLE>
<CAPTION>

                             OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Dollars in thousands)

                                                                  Year Ended December 31,
                                                          -------------------------------------
                                                               1996        1997         1998
                                                          ------------ ------------ -----------
Cash flows from operating activities:
<S>                                                       <C>          <C>          <C>         
Net loss                                                  $   (10,950) $   (19,802) $   (16,074)
Adjustments to reconcile net loss to net cash provided 
by operating activities:
Depreciation                                                   25,507       25,535       29,942
Amortization                                                   14,939       17,802       21,991
Gain on sale of assets                                           --         (1,522)      (7,215)
Accretion of non-interest bearing note                          6,207        7,993         --
Deferred income taxes                                          (2,965)          82          115
Changes in operating assets and liabilities, net of 
effects of acquisitions:
Subscriber receivables                                         (2,653)      (1,174)        (857)
Prepaid expenses and other assets                             (16,318)      (3,596)     (11,630)
Accounts payable                                                  861          (53)       7,173
Subscriber advance payments and deposits                        1,469        1,733       (1,446)
Accrued interest and other liabilities                         17,314       (5,693)       3,590
                                                          -----------  -----------  -----------
Net cash provided by operating activities                      33,411       21,305       25,589
                                                          -----------  -----------  -----------

Cash flows from investing activities:
Business acquisitions, net of cash acquired                   (42,327)     (15,909)    (147,195)
Proceeds from sale of assets                                     --          1,955       10,469
Expenditures for property, plant and equipment                (28,117)     (37,867)     (59,672)
                                                          -----------  -----------  -----------
Net cash used for investing activities                        (70,444)     (51,821)    (196,398)
                                                          -----------  -----------  -----------

Cash flows from financing activities:
Proceeds from debt                                            324,500       15,000       99,500
Repayments of debt                                           (235,018)     (40,541)    (121,330)
Payments of priority returns                                  (64,438)     (74,129)     (75,300)
Amounts advanced from affiliates                                1,054       16,845      227,202
Issuance of preferred limited partner interests                65,711       80,729       81,900
Capital contributions                                            --          9,800         --
Capital distributions                                         (54,772)        (100)        (100)
Costs associated with debt financing                           (6,215)        --           --
                                                          -----------  -----------  -----------
Net cash provided by financing activities                      30,822        7,604      211,872
                                                          -----------  -----------  -----------

(Decrease) increase in cash and cash equivalents               (6,211)     (22,912)      41,063

Cash and cash equivalents, beginning of year                   32,677       26,466        3,554
                                                          -----------  -----------  -----------

Cash and cash equivalents, end of year                    $    26,466  $     3,554  $    44,617
                                                          ===========  ===========  ===========

Supplemental disclosure of cash flow activity -
cash payments for interest                                $    38,283  $    49,707  $    62,574
                                                          ===========  ===========  ===========

                        See notes to condensed consolidated financial
statements.

</TABLE>




                                       39
<PAGE>




                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)
                                      


1. The Partnership and Basis of Presentation:
     Olympus Communications, L.P. and subsidiaries ("Olympus") is a joint
venture limited partnership formed under the laws of Delaware with 50% of the
outstanding voting interests held by ACP Holdings, Inc., ("ACP Holdings"), a
wholly-owned subsidiary of Adelphia Communications Corporation ("Adelphia") and
managing general partner of Olympus. The remaining 50% of the voting interests
are held by various Telesat entities ("Telesat") which are wholly-owned
subsidiaries of FPL Group, Inc. ("FPL"). On January 28, 1999, the partners
entered into an agreement for Adelphia to acquire Telesat's partnership
interests in Olympus. Refer to Note 11 for additional information about this
transaction. Olympus' operations consist primarily of selling video programming
that is distributed to subscribers in Florida for a monthly fee through a
network of fiber optic and coaxial cables.

     The consolidated financial statements include the accounts of Olympus and
its substantially wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

     On January 5, 1996, Olympus acquired all of the southeast Florida cable
systems of the Leadership Cable division of Fairbanks Communications, Inc.
("Leadership Cable"), which at the acquisition date served approximately 50,000
cable and security subscribers, for a purchase price of $95,800. Leadership
Cable provides cable service and security services in and around West Palm
Beach, Florida. The purchase price consisted of $40,000 in cash and a $70,000
non-interest bearing discount seller note. This note was recorded at $55,800 at
acquisition and accreted to the $70,000 face amount (see Note 3). The
acquisition was accounted for under the purchase method of accounting.

     On March 28, 1996, ACP Holdings, Telesat, Olympus, Adelphia and certain
shareholders of Adelphia entered into an agreement which amended certain aspects
of an investment agreement and the Olympus Partnership Agreement. The amendment
provided for the repayment of certain amounts owed to Telesat totaling $20,000,
the release of certain obligations of Telesat to Olympus and the reduction of
Telesat's PLP and accrued priority return balances by $20,000. The amendment
further provided for a $40,000 distribution to Adelphia as a reduction of its
PLP interest and accrued priority return balances. These repayments and
distributions were made on March 29, 1996 and were funded through internally
generated funds and borrowings by a subsidiary of Olympus.

     Effective April 1, 1997, Olympus acquired certain cable systems of
Tele-Media Company of Southeast Florida, Inc. for an aggregate price of $8,500.
These systems served approximately 5,000 subscribers at the date of acquisition
located in and around Osceola County, Florida. The acquisition was accounted for
under the purchase method of accounting.

     On June 20, 1997, Olympus acquired the Peninsula Cable systems from Booth
American Company for an aggregate price of $10,500. These systems served
approximately 6,000 subscribers at the date of acquisition located in and around
Madeira Beach, Florida. The acquisition was accounted for under the purchase
method of accounting.

     In 1997, Olympus completed the acquisition of all of the partnership
interests of National Cable Acquisition Associates, L.P. ("National") from
Hilton Head Communications, L.P. ("Hilton Head"), an entity controlled by the
family of John Rigas (principal shareholder of Adelphia), for a purchase price
of approximately $118,000. National provided cable service to approximately
57,000 subscribers in Palm Beach County, Florida at the date of acquisition and
also owned limited partnership interests in Tele-Media Investment Partnership,
L.P. ("TMIP"). The acquisition was accounted for under the purchase method of
accounting and National's operations were consolidated with Olympus for
financial reporting purposes effective as of October 1, 1997. The purchase price
was paid through the assumption of liabilities.

     On June 30, 1998, Olympus sold its Madeira Beach, Florida cable television
system, serving approximately 6,000 subscribers, to Cable One, Inc. for
approximately $10,500.

                                       40
<PAGE>

     On July 15, 1998, Olympus acquired the Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition was accounted for under the
purchase method of accounting.

     On November 30, 1998, Olympus acquired cable television systems from Time
Warner for approximately $33,400. These systems serve approximately 20,000
subscribers in communities around Lake Okeechobee, Florida. The acquisition has
been accounted for under the purchase method of accounting.

     On December 4, 1998, Olympus consummated a series of transactions to
restructure the ownership of TMIP. The restructuring resulted in Olympus
exchanging its nonconsolidated preferred limited partnership investment in TMIP
for 100% ownership of a cable television system serving approximately 28,000
subscribers in Palm Beach County, Florida subject to $38,027 in debt and a 75%
consolidated general partner interest in TMIP subject to $31,166 in debt. The
restructured TMIP owns a cable television system serving approximately 34,000
subscribers located principally in Broward County, Florida and a 33.9% interest
in an entity which owns cable television systems serving approximately 10,000
subscribers in Virginia. The acquisition was accounted for under the purchase
method of accounting.

     The following unaudited financial information assumes that all of the
aforementioned acquisition/disposal transactions had occurred on January 1,
1996.

<TABLE>
<CAPTION>


                                                                                       Year Ended December 31,
                                                                            -------------------------------------------
                                                                                 1996            1997           1998
                                                                            -------------------------------------------
<S>                                                                         <C>             <C>             <C>       
   Revenues                                                                $    219,661     $   230,084     $  246,020
   Net loss                                                                     (26,765)        (35,249)       (29,363)
   Net loss of general and limited partners after priority return               (92,409)       (111,144)      (118,819)
   Basic and diluted net loss per general and limited partners'
       unit after priority return                                                (9,241)        (11,114)       (11,882)
</TABLE>

2. Summary of Significant Accounting Policies:
Subscriber Revenues

     Subscriber revenues are recorded in the month the service is provided.

Subscriber Receivables

     An allowance for doubtful accounts of $622 and $716 is recorded as a
reduction of subscriber  receivables at December 31, 1997 and 1998, 
respectively.

Programming Expense

     Adelphia allocates charges from programmers to affiliates (including
Olympus) based on the number of subscribers to each programming service.





                                       41
<PAGE>






Property, Plant and Equipment

     Property, plant and equipment are comprised of the following:
<TABLE>
<CAPTION>


                                                                              December 31,
                                                                  --------------------------------------
                                                                        1997                 1998
                                                                  -----------------  -------------------

<S>                                                               <C>                   <C>               
         Operating plant and equipment                               $     366,104      $       456,876
         Real estate and improvements                                        5,786                7,102
         Support equipment                                                   7,874                9,839
         Construction in progress                                           28,816               54,520
                                                                     --------------     ----------------
                                                                           408,580              528,337
         Accumulated depreciation                                         (142,797)            (172,867)
                                                                     --------------     ----------------
                                                                     $     265,783      $       355,470
                                                                     ==============     ================
</TABLE>



     Depreciation is computed on the straight-line method using estimated useful
lives of 5 to 12 years for operating plant and equipment and 3 to 20 years for
support equipment and buildings. Additions to property, plant and equipment are
recorded at cost, which includes amounts for material, applicable labor, and
interest.

Intangible Assets

     Intangible assets, net of accumulated amortization, are comprised of the
following:

<TABLE>
<CAPTION>



                                                                                December 31,
                                                                     ---------------------------------
                                                                         1997                1998
                                                                     --------------     --------------

<S>                                                                  <C>                 <C>         
         Purchased franchises                                        $     360,188       $    492,446
         Purchased subscriber lists                                         36,032             43,213
         Goodwill                                                           21,339             41,512
                                                                     -------------      -------------
                                                                     $     417,559       $    577,171
                                                                     =============      =============
</TABLE>


     A portion of the aggregate purchase price of cable television systems
acquired has been allocated to purchased franchises, purchased subscriber lists
and goodwill. Purchased franchises and goodwill are amortized on the
straight-line method over periods of up to 40 years. Purchased subscriber lists
are amortized on the straight-line method over the average periods that the
listed subscribers are expected to receive service from the date of acquisition,
which range from 7 to 10 years. Accumulated amortization of intangible assets
amounted to $125,178 and $144,548 at December 31, 1997 and 1998, respectively.

Other Assets

     The unamortized amount of deferred debt financing costs included in prepaid
expenses and other assets was $9,450 and $8,806 at December 31, 1997 and 1998,
respectively. Such costs are amortized over the term of the related debt.

                                       42
<PAGE>

     At December 31, 1997, prepaid expenses and other assets also included the
Company's limited partnership investment in TMIP of $14,310. Income of $906 and
$1,838 from this investment is included in revenues for the years ended December
31, 1997 and 1998, respectively. This investment was exchanged for interests in
cable television systems in the December 4, 1998 TMIP restructuring transaction
described in Note 1. As a result of this exchange, the Company recognized a gain
of approximately $7,200, representing the excess of fair value of the assets
received over the carrying value of the investment exchanged.

Asset Impairments

     Olympus periodically reviews the carrying value of its long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying value of assets may not be recoverable. Measurement of any impairment
would include a comparison of estimated future operating cash flows anticipated
to be generated during the remaining life of the assets with their net carrying
value. An impairment loss would be recognized as the amount by which the
carrying value of the assets exceeds their fair value.

Noncash Financing and Investing Activities

     Capital leases entered into during 1996, 1997 and 1998 totaled $1,147, $415
and $5,709, respectively. Business acquisitions for 1997 and 1998 include the
acquisition of National and the TMIP restructuring, respectively (see Note 1).

Basic and Diluted Net Loss Per General and Limited Partners' Unit After Priority
Return

     Basic and diluted net loss per general and limited partners' unit after
priority return is based upon the weighted average number of general and limited
partner units outstanding of 10.0 for all periods presented.

Cash and Cash Equivalents

     Olympus considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

Derivative Financial Instruments

     Net settlement amounts under interest rate swap agreements are recorded as
adjustments to interest expense during the period incurred.

Franchise Expense

     The  typical  term of the  Company's  franchise  agreements  upon  renewal 
is 10 years.  Franchise  fees  range  from 3% to 5% of subscriber revenue and
are expensed currently.

Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
Actual results could differ from those estimates.

Recent Accounting Pronouncements

     Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," has been issued and is
effective for fiscal quarters of fiscal years beginning after June 15, 1999.
SFAS No. 133 establishes accounting and reporting standards for derivative


                                       43
<PAGE>

instruments and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Management of the Company
has not completed its evaluation of the impact of SFAS No. 133 on the Company's
consolidated financial statements.


3. Debt:
Subsidiary Debt

     Subsidiary debt is comprised of amounts due under credit agreements with
banks.

     The amount of borrowings available to Olympus under revolving credit
agreements is generally based upon the subsidiaries achieving certain levels of
operating performance. Olympus had commitments from banks for additional
borrowings of up to $62,750, which included $52,750 also available to affiliates
at December 31, 1998, which expire through 2003. Olympus pays commitment fees of
 .375% of unused principal.

     Borrowings under these credit arrangements of subsidiaries are
collateralized by substantially all of the assets of the respective
subsidiaries. These agreements limit, among other things, additional borrowings,
investments, transactions with affiliates and other subsidiaries, and the
payment of dividends and fees by the subsidiaries. The agreements also require
maintenance of certain financial ratios by the subsidiaries. Management believes
that the borrowers were in compliance with the agreements' covenants at December
31, 1998. At December 31, 1998, approximately $160,605 of the net assets of
subsidiaries would be permitted to be transferred to Olympus in the form of
distributions, dividends and loans without the prior approval of the lenders
based upon the results of operations of such subsidiaries for the quarter ended
December 31, 1998. The subsidiaries are permitted to pay management fees to
Olympus or other subsidiaries. Such fees are limited to a percentage of the
subsidiaries' revenues.

     A subsidiary of Olympus is a co-borrower with an affiliate under a $200,000
credit agreement. The subsidiary is permitted to borrow up to $39,500 of the
available credit, none of which was included in subsidiary debt as of December
31, 1997 and 1998. In conjunction with the acquisition of the partnership
interests of National and the TMIP restructuring, another subsidiary of Olympus
assumed the obligation for $187,000 of a $350,000 credit agreement of Hilton
Head, $118,000 and $135,000 of which was included in subsidiary debt as of
December 31, 1997 and 1998, respectively. Each of these subsidiaries is liable
for all borrowings under the respective credit agreements, although the lenders
have no recourse against Olympus other than against Olympus' interest in the
respective subsidiaries.

      Subsidiary debt is due at various dates through 2003. Interest rates are
based upon one or more of the following rates at the option of the borrowers:
prime rate plus 0% to 1%; certificate of deposit rate plus .875% to 2.25%; or
LIBOR plus .625% to 2%. At December 31, 1997 and 1998, the weighted average
interest rate on subsidiary debt was 7.18% and 6.51%, respectively. Interest is
payable quarterly. The rates on 8.6% of Olympus' subsidiary debt were fixed for
at least one year through interest rate swap agreements.

     The following table sets forth the mandatory reductions in principal under
all agreements for indebtedness at December 31 of each of the next five years
based on amounts outstanding at December 31, 1998:

<TABLE>

<S>                                                               <C>             
       Year ending December 31, 1999                               $    48,000
       Year ending December 31, 2000                                    66,500
       Year ending December 31, 2001                                    80,750
       Year ending December 31, 2002                                   158,500
       Year ending December 31, 2003                                   166,693

</TABLE>

                                       44
<PAGE>

     Olympus intends to fund its debt maturities through borrowings under new
credit agreements and internally generated funds. Changing conditions in the
financial markets may have an impact on how Olympus will refinance its debt in
the future.

Parent Debt

     On November 12, 1996, Olympus issued $200,000 of 10 5/8% Senior Notes (the
"Senior Notes"). Net proceeds, after payment of transaction costs, of
approximately $195,000 were used to reduce amounts outstanding on Olympus'
subsidiary debt. Interest is payable semi-annually. The Senior Notes are
unsecured and are due November 15, 2006. Olympus may redeem up to $70,000 of the
Senior Notes at 110.625% of principal through November 6, 1999. Commencing
November 15, 2001, Olympus may redeem the Senior Notes in whole or in part at
105.3125% of principal declining annually to par on November 15, 2004. Holders
of the Senior Notes have the right to require Olympus to redeem their Senior
Notes at 101% of principal upon a Change of Control (as defined in the
Indenture). The pending acquisition by Adelphia of the Olympus partnership
interests owned by Telesat (see Note 11) would constitute a Change of Control in
accordance with the Indenture and, upon the closing of the transaction, Olympus
would be required to offer to repurchase all of the Senior Notes. The Senior
Note Holders' option expires 30 days from Olympus' mailing of the purchase offer
notices. Olympus intends to fund any redemptions through additional borrowings
and advances from Adelphia. The Indenture also stipulates, among other things,
limitations on additional borrowings, payment of dividends or distributions,
repurchase of equity interests, transactions with affiliates and the sale of
assets.

Other Debt

     As of December 31, 1997 and 1998, other debt consists, in part, of purchase
money indebtedness and capital leases incurred in connection with the
acquisition of, and are collateralized by, certain equipment. The interest rate
on such debt is based on the Federal Funds rate plus 1.4% or the U.S. Treasury
rate plus approximately 2.8%. As of December 31, 1997 and 1998, other debt also
includes $45,000 and $1,000 regarding the seller note from the acquisition of
Leadership Cable on January 5, 1996.

Interest Rate Swaps and Caps

     Olympus has entered into interest rate swap agreements and interest rate
cap agreements with banks and an affiliate (see Note 9) to reduce the impact of
changes in interest rates on its bank debt and its Senior Notes. Olympus enters
into pay-fixed agreements to effectively convert a portion of its variable-rate
debt to fixed-rate debt. Olympus enters into receive-fixed agreements to
effectively convert a portion of its fixed-rate Senior Notes to variable-rate
debt which is indexed to LIBOR. Interest rate cap agreements are used to reduce
the impact of increases in interest rates on variable rate debt. Olympus is
exposed to credit loss in the event of nonperformance by the banks and the
affiliate. Olympus does not expect any such nonperformance.





                                       45
<PAGE>






     The following table summarizes the notional amounts outstanding and
weighted average interest rate data for all swaps and caps which expire during
2000.
<TABLE>
<CAPTION>

                                                                           December 31,
                                                                     1997             1998
            Pay Fixed Swaps:
<S>                                                           <C>                <C>       
            Notional amount                                   $    115,000       $   40,000
            Average receive rate                                     5.85%            5.47%
            Average pay rate                                         6.54%            7.68%

            Receive Fixed Swaps:
            Notional amount                                   $    140,000       $       --
            Average receive rate                                     7.58%               --
            Average pay rate                                         5.83%               --

            Interest Rate Caps:
            Notional amount                                   $     75,000       $       --
            Average cap rate                                         7.50%               --

</TABLE>


4. Limited Partners' Interests and General Partners' Equity (Deficiency):
     Olympus' equity includes Preferred Limited Partner, Senior Limited Partner,
General and Limited Partner Interests. Refer to Note 11 for information
regarding the pending acquisition by Adelphia of the Olympus partnership
interests owned by Telesat.

     The Preferred Limited Partner interests are nonvoting, do not participate
in the profits and losses of Olympus and provide for a priority return of 16.5%
per annum (payable quarterly). In the event that any priority return is not paid
when due, such unpaid amounts accrue additional return at a rate of 16.5% per
annum.

     The Senior Limited Partner interests held by Telesat are nonvoting, senior
to claims represented by all other partner interests and provide for a priority
return of 16.5% per annum (payable quarterly). In the event that any priority
return is not paid when due, such unpaid amounts accrue additional return at a
rate of 16.5% per annum.

Allocation of Profits, Losses and Distributions

     Profits and losses of Olympus for income tax purposes are allocated 99% to
the limited partner of Olympus and 1% to the managing general partner of Olympus
until the aggregate profits allocated to the limited partner equals the
aggregate losses allocated to the limited partner, at which time the managing
general partner receives two-thirds, and the limited partner of Olympus receives
one-third of the net income and losses of Olympus. As specified in the
partnership agreement, allocations will be made in the following order to the
holders of the: (i) Senior Limited Partner Interests; (ii) Special Limited
Partner Interests, if any; and (iii) Preferred Limited Partner Interests. Such
allocations will equal a return of their capital plus 16.5% per annum priority
return less any priority return previously paid. After such allocations,
distributions by Olympus will be made in the following order: (1) 99% of any
remaining amount will be distributed two-thirds to the managing general partner
and any partner holding voting units acquired directly or indirectly from the
managing partner, pro rata, and one-third to partners holding the remaining
voting units; and (2) thereafter pro rata to all partners holding voting units.
At December 31, 1998, 10 voting units were outstanding of which five were held
by ACP Holdings, the managing general partner, and five were held by Telesat, a
general and limited partner.


                                       46
<PAGE>

5. Commitments and Contingencies:
     Olympus rents office space, tower sites, and space on utility poles under
leases with terms that are generally less than one year or under agreements that
are generally cancelable on short notice. Total rental expense under all
operating leases aggregated $1,495, $1,614 and $1,974 for 1996, 1997 and 1998,
respectively.

     In connection with certain obligations under existing franchise agreements,
Olympus obtains surety bonds guaranteeing performance to municipalities and
public utilities. Payment is required only in the event of nonperformance.
Management believes Olympus has fulfilled all of its obligations such that no
payments under surety bonds have been required.

     Through July 26, 1996, Olympus had a program to self insure for casualty
and business interruption insurance. This program was part of an aggregate
agreement between Olympus and its subsidiaries in which Olympus provided
insurance for casualty and business interruption claims of up to $10,000 and
$20,000 per claim, respectively, for each subsidiary. Effective July 26, 1996,
Olympus is insured by an outside party for casualty and business interruption.

     The cable television industry and Olympus are subject to extensive
regulation at the federal, state and local levels. Pursuant to the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), which significantly expanded the scope of regulation of certain
subscriber rates and a number of other matters in the cable industry, the FCC
has adopted rate regulations that establish, on a system-by-system basis,
maximum allowable rates for (i) basic and cable programming services (other than
programming offered on a per-channel or per-program basis), based upon a
benchmark methodology or, in the alternative, a cost of service showing and (ii)
associated equipment and installation services based upon cost plus a reasonable
profit. Under the FCC rules, franchising authorities are authorized to regulate
rates for basic services and associated equipment and installation services, and
the FCC will regulate rates for regulated cable programming services in response
to complaints filed with the agency. The original rate regulations became
effective on September 1, 1993. Several amendments to the rate regulations have
subsequently been added.

     The FCC has adopted regulations implementing virtually all of the
requirements of the 1992 Cable Act. The FCC is also likely to continue to
modify, clarify or refine the rate regulations. The Telecommunications Act of
1996 (the "1996 Act") deregulates the rates for cable programming services on
March 31, 1999. Olympus cannot predict the effect or outcome of the future
rulemaking proceedings, changes to the rate regulations or litigation.


6. Employee Benefit Plans:
     Olympus participates in an Adelphia savings plan (401(k)) which provides
that eligible full-time employees may contribute from 2% to 20% of their pre-tax
compensation subject to certain limitations. Olympus matches contributions not
exceeding 1.5% of each participant's pre-tax compensation. During the years
ended 1996, 1997 and 1998 no significant matching contributions were made by
Olympus.


7. Taxes on Income:
     Certain subsidiaries of Olympus are corporations that file separate federal
and state income tax returns. At December 31, 1998, these subsidiaries had net
operating loss carryforwards for federal income tax purposes of approximately
$185,500 expiring through 2012. The partnership investments of Olympus are tax
entities in which the filing of returns and related tax liabilities are the
responsibility of the individual owners.

     Deferred income taxes reflect the net tax effects of: (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and (b)
operating loss and tax credit carryforwards.

                                       47
<PAGE>

The tax effects of significant items comprising Olympus' net deferred tax
liability as of December 31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>

                                                                                                 December 31,
                                                                                     ------------------------------------
                                                                                            1997               1998
                                                                                     -----------------  -----------------
             Deferred tax liabilities:
<S>                                                                                 <C>                 <C>
               Differences between book and tax basis of property,
                 plant and equipment and intangible assets                           $         90,777   $         88,360
                                                                                     -----------------  -----------------

             Deferred tax assets:
               Operating loss carryforwards                                                    71,391             71,391
               Other                                                                              123                233
               Valuation allowance                                                            (21,573)           (24,215)
                                                                                     -----------------  -----------------

                       Subtotal                                                                49,941             47,409
                                                                                     -----------------  -----------------

             Net deferred tax liability                                              $         40,836   $         40,951
                                                                                     =================  =================
</TABLE>


     The net change in the valuation allowance for the year ended December 31,
1998 was an increase of $2,642.

     The income tax benefit (expense) for the years ended December 31, 1996,
1997 and 1998 is as follows:

<TABLE>
<CAPTION>



                                                                      Year Ended December 31,
                                                         -------------------------------------------------
                                                              1996             1997             1998
                                                         ---------------  ---------------  ---------------

             Federal:
<S>                                                      <C>              <C>              <C>          
               Current                                   $           19   $          --    $          --
               Deferred                                           2,386             (46)             (99)

             State:
               Current                                               --              31               --
               Deferred                                             579             (36)             (16)
                                                         ---------------  ---------------  ---------------
                                                         $        2,984   $         (51)   $        (115)
                                                         ===============  ===============  ===============


</TABLE>






                                       48
<PAGE>






     Reconciliations between the statutory federal income tax rate and Olympus'
effective income tax rate as a percentage of loss before income taxes are as
follows:

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                                  ------------------------------------------------
                                                                       1996             1997             1998
                                                                  --------------   --------------  ---------------

<S>                                                                       <C>              <C>              <C>  
             Statutory federal income tax rate                            (35%)            (35%)            (35%)
             Change in valuation allowance                                 26%               8%              17%
             Operating losses passed through
               to partners                                                 (9%)             27%              20%
             State taxes, net of federal benefit                           (3%)            -- %              (1%)
                                                                  --------------   --------------  ---------------
             Effective income tax rate                                    (21%)            -- %               1%
                                                                  ==============   ==============  ===============

</TABLE>

8. Disclosures about Fair Value of Financial Instruments:
     Included in Olympus' financial instrument portfolio are cash, notes payable
to banks, Senior Notes and interest rate swaps and caps. The carrying values of
the notes payable to banks approximate their fair values at December 31, 1998.
The fair value of the Senior Notes exceeded their carrying cost by approximately
$22,000 and $28,000 at December 31, 1997 and 1998, respectively. At December 31,
1997, Olympus would have received approximately $615 and at December 31, 1998,
Olympus would have been required to pay approximately $1,327 to settle its
interest rate swap and cap agreements, representing the difference between fair
value and carrying cost of these agreements. The fair values of the debt and
interest rate swaps and caps were based upon quoted market prices of similar
instruments or on rates available to Olympus for instruments of the same
remaining maturities.


9. Transactions with Related Parties:
     Olympus has an agreement with a subsidiary of Adelphia which provides for
the payment of management fees by Olympus. The amount and payment of these fees
is subject to restrictions contained in the partnership agreements.

     Olympus has periodically received funds from and advanced funds to Adelphia
and other affiliates. Olympus was charged $6,600 of interest on such net
payables for each of 1996 and 1997, and $9,582 for 1998.

     At December 31, 1997, Olympus had interest rate swaps with an affiliate for
a notional amount of $140,000 for Receive Fixed Swaps. These swaps expired
during 1998. The net effect of these interest rate swaps was to decrease
interest expense by $2,554, $2,308 and $2,033 in 1996, 1997 and 1998,
respectively.

     Effective October 1, 1997, Olympus completed the acquisition of all of the
partnership interests of National from Hilton Head, an entity controlled by the
family of John Rigas (principal shareholder of Adelphia), for a purchase price
of approximately $118,000 (see Note 1).

                                       49
<PAGE>




10. Quarterly Financial Data (unaudited):
     The following tables summarize the financial  results of Olympus for each 
of the quarters in the years ended December 31, 1997 and 1998.
<TABLE>
<CAPTION>


                                                                       Three Months Ended
                                                        --------------------------------------------------
                                                          March 31     June 30   September 30  December 31
                                                        -----------  -----------  -----------  -----------
Year ended December 31, 1997:

<S>                                                     <C>          <C>          <C>          <C>        
Revenues                                                $    41,411  $    42,173  $    43,235  $    49,544
                                                        -----------  -----------  -----------  -----------

Operating expenses:
Direct operating and programming                             13,869       13,912       13,604       15,520
Selling, general and administrative                           7,511        7,545        7,976        9,131
Depreciation and amortization                                 9,939        9,982       10,579       12,837
Management fees to managing affiliate                         2,357        2,390        2,261        2,558
                                                        -----------  -----------  -----------  -----------
Total                                                        33,676       33,829       34,420       40,046
                                                        -----------  -----------  -----------  -----------

Operating income                                              7,735        8,344        8,815        9,498
                                                        -----------  -----------  -----------  -----------

Other income (expense):
Interest expense                                            (11,434)     (11,538)     (12,506)     (14,672)
Interest expense - affiliates                                (1,650)      (1,650)      (1,650)      (1,650)
Gain on sale of assets                                         --           --           --          1,522
Other (expense) income                                          (44)         181          252          696
                                                        -----------  -----------  -----------  -----------
Total                                                       (13,128)     (13,007)     (13,904)     (14,104)
                                                        -----------  -----------  -----------  -----------

Loss before income taxes                                     (5,393)      (4,663)      (5,089)      (4,606)
Income tax benefit (expense)                                     75           50         --           (176)
                                                        -----------  -----------  -----------  -----------

Net loss                                                     (5,318)      (4,613)      (5,089)      (4,782)

Priority return on preferred and senior limited
partner interests                                           (18,006)     (18,473)     (19,284)     (20,130)
                                                        -----------  -----------  -----------  -----------
Net loss of general and limited partners after
priority return                                         $   (23,324) $   (23,086) $   (24,373) $   (24,912)
                                                        ===========  ===========  ===========  ===========
Basic and diluted net loss per general and limited
partners' unit after priority return                    $    (2,332) $    (2,309) $    (2,437) $    (2,492)
                                                        ===========  ===========  ===========  ===========

</TABLE>









                                       50
<PAGE>





<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                        --------------------------------------------------
                                                          March 31     June 30   September 30  December 31
                                                        -----------  -----------  -----------  -----------
Year ended December 31, 1998:

<S>                                                     <C>          <C>          <C>          <C>        
Revenues                                                $    50,918  $    51,198  $    54,380  $    59,146
                                                        -----------  -----------  -----------  -----------

Operating expenses:
Direct operating and programming                             17,285       17,663       18,376       20,547
Selling, general and administrative                           9,043        8,827        9,287       10,563
Depreciation and amortization                                12,250       11,998       12,890       14,795
Management fees to managing affiliate                         2,698        2,888        3,769        3,819
                                                        -----------  -----------  -----------  -----------
Total                                                        41,276       41,376       44,322       49,724
                                                        -----------  -----------  -----------  -----------

Operating income                                              9,642        9,822       10,058        9,422
                                                        -----------  -----------  -----------  -----------

Other income (expense):
Interest expense                                            (12,733)     (12,693)     (13,825)     (13,971)
Interest expense - affiliates                                (1,942)      (1,959)      (2,711)      (2,970)
Gain on sale of assets (see Note 2)                            --           --           --          7,215
Other                                                           370          613          176         (473)
                                                        -----------  -----------  -----------  -----------
Total                                                       (14,305)     (14,039)     (16,360)     (10,199)
                                                        -----------  -----------  -----------  -----------

Loss before income taxes                                     (4,663)      (4,217)      (6,302)        (777)
Income tax expense                                             --            (28)         (56)         (31)
                                                        -----------  -----------  -----------  -----------

Net loss                                                     (4,663)      (4,245)      (6,358)        (808)

Priority return on preferred and senior limited
partner interests                                           (20,792)     (21,923)     (22,876)     (23,865)
                                                        -----------  -----------  -----------  -----------
Net loss of general and limited partners after
priority return                                         $   (25,455) $   (26,168) $   (29,234) $   (24,673)
                                                        ===========  ===========  ===========  ===========
Basic and diluted net loss per general and limited
partners' unit after priority return                    $    (2,546) $    (2,617) $    (2,923) $    (2,467)
                                                        ===========  ===========  ===========  ===========
</TABLE>

11. Subsequent Event:
     On January 28, 1999, Adelphia entered into an agreement to acquire the
Olympus partnership interests owned by Telesat for approximately $108,000,
subject to definitive terms to be negotiated by both parties. Upon the closing
of this transaction, Adelphia will own 100% of Olympus. Closing of this
transaction is expected to occur during the third quarter of 1999.





                                       51
<PAGE>




ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE
     Not applicable.


PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers of the Registrant

     The directors and executive officers of the Adelphia subsidiary which is
the managing general partner of the Company, ACP Holdings, Inc. ("ACP Holdings")
are:
<TABLE>
<CAPTION>

Name                                   Age     Position
<S>                                <C>        <C>                                 
John J. Rigas...................        74     Chairman and Director of ACP Holdings
Michael J. Rigas................        45     Executive Vice President and Director of ACP Holdings
Timothy J. Rigas................        42     Executive Vice President, Treasurer and Director of
                                                  ACP Holdings
James P. Rigas..................        41     Executive Vice President and Director of ACP Holdings
Daniel R. Milliard..............        51     Senior Vice President, Secretary and Director of ACP Holdings
James R. Brown..................        36     Vice President of ACP Holdings

</TABLE>


     John J. Rigas is Chairman of ACP Holdings and is the founder, Chairman,
Chief Executive Officer and President of Adelphia. Mr. Rigas has owned and
operated cable television systems since 1952. Among his business and community
service activities, Mr. Rigas is Chairman of the Board of Directors of Citizens
Bank Corp., Inc., Coudersport, Pennsylvania and a member of the Board of
Directors of the Charles Cole Memorial Hospital. He is a director of the
National Cable Television Association and a member of its Pioneer Association
and a past President of the Pennsylvania Cable Television Association. He is
also a member of the board of directors of C-SPAN and the Cable Advertising
Bureau, and is a Trustee of St. Bonaventure University. He graduated from
Rensselaer Polytechnic Institute with a B.S. in Management Engineering in 1950.

     John J. Rigas is the father of Michael J. Rigas,  Timothy J. Rigas and 
James P. Rigas, each of whom currently serves as a director and executive
officer of ACP Holdings.

     Michael J. Rigas is an Executive  Vice  President of ACP Holdings, 
Executive Vice President, Operations of Adelphia and a Vice President of
Adelphia's other subsidiaries. He has been with Adelphia since 1981, and with
ACP Holdings since its inception in 1989. From 1979 to 1981, he worked for
Webster, Chamberlain & Bean, a Washington, D.C. law firm. Mr. Rigas graduated
from Harvard University (magna cum laude) in 1976 and received his J.D. degree
from Harvard Law School in 1979.

     Timothy J. Rigas is an Executive Vice President and Treasurer of ACP
Holdings, Executive Vice President, Chief Financial Officer and Treasurer of
Adelphia, and a Vice President of Adelphia's other subsidiaries. He has been
with Adelphia since 1979, and with ACP Holdings since its inception in 1989. Mr.
Rigas graduated from the University of Pennsylvania, Wharton School, with a B.S.
degree in Economics (cum laude) in 1978.

     James P. Rigas is an Executive Vice President of ACP Holdings, Executive
Vice President, Strategic Planning of Adelphia and a Vice President of
Adelphia's other subsidiaries. He has been with Adelphia since 1986, and with
ACP Holdings since its inception in 1989. Mr. Rigas graduated from Harvard
University (magna cum laude) in 1980 and received a J.D. degree and an M.A.
degree in Economics from Stanford University in 1984. From June 1984 to February
1986, he was a consultant with Bain & Co., a management consulting firm.

                                       52
<PAGE>

     Daniel R. Milliard is Senior Vice President and Secretary of ACP Holdings,
President and Secretary of Hyperion Telecommunications, Inc., a majority owned
subsidiary of Adelphia, and Senior Vice President and Secretary of Adelphia and
its subsidiaries. He has been with Adelphia since 1982. He served as outside
general counsel to Adelphia's predecessors from 1979 to 1982, and with ACP
Holdings since its inception in 1989. Mr. Milliard graduated from American
University in 1970 with a B.S. degree in Business Administration. He received an
M.A. degree in Business from Central Missouri State University in 1971 and
received a Juris Doctor degree from the University of Tulsa School of Law in
1976. He is a director of Citizens Bank Corp., Inc. in Coudersport, Pennsylvania
and is a member of the Board of Directors of the Charles Cole Memorial Hospital.

     James R. Brown is Vice  President  of ACP Holdings and Vice  President of 
Finance of Adelphia and its other subsidiaries. He has been with Adelphia since
1984. Mr. Brown graduated with a B.S. degree in Industrial and Management
Engineering from Rensselaer Polytechnic Institute in 1984.

     The Partnership Agreement of the Company establishes an Operating
Committee, which is comprised equally of members designated by ACP Holdings, and
FPL Group. The Operating Committee meets quarterly to review the business and
operations of the Company. In addition, the Operating Committee reviews and
evaluates the historic operating performance of the Company against its budget
and the historic operating performance of the System under its management
agreements.


ITEM 11.  EXECUTIVE COMPENSATION
     Neither the Company nor ACP Holdings has any employment contracts in effect
with the executive officers of ACP Holdings, including any compensatory plans or
arrangements resulting from the resignation, retirement or other termination of
such executive officers of ACP Holdings. Each of the executive officers of ACP
Holdings is an executive officer of Adelphia. As executive officers of Adelphia,
such individuals are parties to employment contracts with Adelphia and are
compensated by Adelphia in accordance with the decisions of the Compensation
Committee of the Board of Directors of Adelphia. Pursuant to the Partnership
Agreement, the Company pays Adelphia a management fee representing an allocation
of the corporate overhead of Adelphia, which includes a portion for executive
salaries.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
     ACP Holdings serves as the managing general partner of the Company and
holds voting general partnership interests representing 50% of the voting
interests of the Company. FPL Group through subsidiaries holds general and
limited partnership interests representing the remaining 50% of the voting
interests. The current ownership interests are subject to an agreement for
Adelphia to acquire the Olympus partnership interests owned by FPL Group for
approximately $108.0 million, subject to definitive terms to be negotiated by
both parties. Upon the closing of this transaction, Adelphia will own 100% of
Olympus. Closing of this transaction is expected to occur during the third
quarter of 1999. Adelphia and FPL Group also held through their subsidiaries, as
of December 31, 1998, $366.9 million Preferred Limited Partner ("PLP") interests
and $183.4 million PLP interests, respectively, which provide for a 16.5% per
annum priority return, and $283.4 million and $20.0 million in indebtedness and
Senior Limited Partnership ("SLP") interests in the Company, respectively. The
address of Adelphia and the Company is Main at Water Street, Coudersport,
Pennsylvania 16915. The telephone number for both is 814-274-9830. The address
of FPL Group, Cable GP, Inc. and Cable LP III, Inc. is 11760 Highway 1, Suite
600, North Palm Beach, Florida, 33408.

The Partnership Agreement

     The Company is a limited partnership formed under the laws of the state of
Delaware. The following summary of certain of the terms of the Second Amended
and Restated Limited Partnership Agreement dated as of February 28, 1995, as
amended by amendments dated as of September 1, 1995, March 29, 1996 and June 27,
1996 (the "Partnership Agreement") is qualified in its entirety by the
Partnership Agreement, copies of which are available upon request therefor from
the Company. Terms used in this summary and not otherwise defined shall have the
meaning ascribed thereto in the Partnership Agreement.

                                       53
<PAGE>

     The Company was formed for the general purpose of engaging in the media,
telecommunications and communications business including, without limitation,
the acquisition of cable television systems and interests engaged therein, the
competitive access/alternate access business, electronic security monitoring and
any other activity necessary, appropriate, desirable or incidental thereto,
subject to obtaining Partner consents, if any, required under the terms of the
Partnership Agreement. An objective and the intent of the Company and its
Partners, through themselves and through the Company and their respective parent
entities and affiliates is to seek, explore, identify and promote areas of
potential further joint venturing, cooperation, investment, strategic alliance
and enterprise among the Partners with respect to the media, telecommunications
and communications business, including without limitation potential areas such
as personal communication services, alternate access and other telephone
services, and fiber optics applications generally, subject to obtaining Partner
consents, if any, required under the terms of the Partnership Agreement.

     ACP Holdings is the Managing General Partner and a Preferred Limited
Partner of the Company. The Partnership Agreement provides that the Managing
General Partner shall own at least fifty percent of the aggregate general and
limited partnership voting interests ("Units") of the Company. ACP Holdings is
also a Preferred Limited Partner of the Company holding non-voting PLP. In the
aggregate, ACP Holdings owns 50% of the Units. Cable GP, Inc., which is
beneficially owned by FPL Group, is a General Partner of the Company and Cable
LP III, Inc., which is also beneficially owned by FPL Group, is a Limited
Partner, a non-voting Senior Limited Partner and a Preferred Limited Partner of
the Company holding non-voting PLP. In the aggregate, these FPL Group companies
own 50% of the Units.

     The Managing General Partner has the sole right to manage and control the
affairs of the Company and its direct affiliates and is authorized and empowered
to carry out and implement any and all of the purposes of the Company pursuant
to the terms of the Partnership Agreement. The Company pays to Adelphia, on a
quarterly basis, an amount representing an allocation of the corporate overhead
of Adelphia and its subsidiaries with respect to the Company for such period,
which allocation is based generally upon the ratio of the Company's cable
subscribers to the total cable subscribers owned or managed by Adelphia. The
Company is entitled to receive the benefits (on an average cost basis) of any
programming or purchasing agreements available to Adelphia or one of its
affiliates if such benefits are permitted to be passed through to the Company.
The Company has also agreed not to contract with or enter into any contract with
an electric utility without first making such opportunity available to FPL Group
and its affiliates. Although the Partnership Agreement does not prohibit the
Partners from engaging in or possessing an interest in other business ventures
or activities of any nature and description, there are certain limitations on
the activities of the Partners, including (i) prior to any Partner or its
affiliates acquiring a direct or indirect beneficial ownership interest in a
cable system (other than as a passive investor in a cable system of less than
one percent of the outstanding equity interests in any publicly traded person)
in the state of Florida or in any cable system outside of the state of Florida
within 100 miles of any head-end site of the Company, such cable system shall be
offered to the Company, (ii) any transaction between the Company and the
Managing General Partner or its affiliates must be on terms at least as
favorable to the Company as those available to unrelated parties, (iii) certain
transactions (as described below) must be approved by a Majority-in-Interest of
the Partners and (iv) certain transactions (as described below) must be approved
by a Super Majority-in-Interest of the Partners. The following transactions
require the approval of a Majority-in-Interest of the Partners (more than 75% of
the Units) (i) any amendment to the Partnership Agreement, (ii) election of an
additional or substitute Managing General Partner, (iii) dissolution or
liquidation, (iv) incorporation, (v) borrowings or refinancings of borrowings in
excess of $5,000,000, (vi) the issuance of any PLP or SLP interests, (vii)
adoption or amendment of the annual operating budget or capital budget of the
Company, subject to certain exceptions, (viii) transactions with Partners or
their affiliates not otherwise specifically permitted by the Partnership
Agreement, (ix) change or reorganization of the Company into any other legal
form of organization, (x) loaning of funds of the Company or acting as a
Guarantor except as permitted by the Partnership Agreement, (xi) admission of
new partners, (xii) the selection of a new independent certified public
accountant and (xiii) the acquisition of less than 95 percent of any other
company or partnership. The approval of a Super Majority-in-Interest of the
Partners (more than 85% of the Units) of the Company is required to approve (i)
the filing on behalf of the Company of a petition in bankruptcy or insolvency,
(ii) the sale, trade, exchange or other disposition of assets of the Company


                                       54
<PAGE>

other than in the ordinary course of business and other than transactions
involving less than 5,000 cable subscribers per fiscal year, (iii) the purchase
or other acquisition from a third-party owner of any CATV systems or subscribers
other than line or plant extensions or other transactions involving less than
5,000 cable subscribers, (iv) any call for additional Capital Contributions
beyond that expressly permitted by the Partnership Agreement and (v) the
issuance of any partnership Units in the Company or General Partner, Limited
Partner or Managing General Partner Interests.

     The term of the Company is until December 31, 2019, although, on or after
February 28, 2001, FPL Group partners may force a buy-out or sale of their
partnership interests to ACP Holdings by delivering a written offer to buy or
sell their Units. In addition, under certain circumstances prior to the end of
such term, if a disagreement occurs over a Fundamental Issue, at the election of
the Managing General Partner, the Partners have certain buy-sell rights
regarding their partnership interests in the event that the dispute cannot be
resolved. A "Fundamental Issue" under the Partnership Agreement includes any of
the following matters for which the Managing General partner has sought required
approval from the other Partners of Olympus but such approval has not been
granted: material amendments to the Partnership Agreement; annual operating or
capital budgets that have been proposed but not approved for at least one year;
the election of a substitute or additional Managing General Partner; certain
financings; a change to the Partnership's legal form of organization; the
admission of a new partner to the Partnership; and significant sales or
dispositions of assets.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     Pursuant to the Partnership Agreement, the Company pays to Adelphia, on a
quarterly basis, an amount representing an allocation of the corporate overhead
of Adelphia and its subsidiaries with respect to the Company for such period,
which allocation is based generally upon the ratio of the Company's cable
subscribers to the total cable subscribers owned or managed by Adelphia. Amounts
of such fees paid for 1998 were $13.2 million.

     The Company has periodically received funds from and advanced funds to
Adelphia and Doris Holdings, L.P. and Highland Holdings, partnerships controlled
by the Rigas family. The Company was charged $9.6 million of interest on such
net payables for 1998. Amounts outstanding to Adelphia and its affiliates were
$283.4 million as of December 31, 1998.

      The Company had interest rate swaps with Adelphia for a notional amount of
$140.0 million which expired in 1998. The net effect of these interest rate
swaps was to decrease interest expense by $2.0 million in 1998.

     On March 29, 1996 Telesat Acquisition Limited Partnership ("Telesat"), a
subsidiary of Olympus, and Global Acquisition Partners, L.P., a subsidiary of
Adelphia, were added as co-borrowers to a $200 million credit facility of
Highland Video Associates, L.P. ("Highland Video"), a partnership controlled by
the Rigas family. Telesat is permitted to borrow up to $39.5 million of the
available credit, none of which was included in subsidiary debt at December 31,
1998. The Company pledged its partnership interests in Telesat in favor of the
banks at the time Telesat was added as a co-borrower.

     National Cable Acquisition Associates, L.P. ("National"), a subsidiary of
Olympus, assumed the obligation for $187.0 million of a $350.0 million credit
agreement of Hilton Head Communications, L.P., an entity controlled by the
family of John Rigas. Of this total, $118.0 million and $135.0 million was
included in subsidiary debt at December 31, 1997 and 1998, respectively.
National is liable for all borrowings under the credit agreement, although the
lenders have no recourse against the Company other than the Company's interest
in National.






                                       55
<PAGE>







PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
     Financial Statements, schedules and exhibits not listed have been omitted
where the required information is included in the consolidated financial
statements or notes thereto, or is not applicable or required.

       (a)
          (1)  A listing of the consolidated financial statements, notes and
               independent auditors' report required by Item 8 are listed on
               page 34 of this Annual Report on Form 10-K.

          (2)  Financial Statement Schedules:
               The following are included in this Report:
               Schedule I  -- Condensed Financial Information of the Registrant
               Schedule II -- Valuation and Qualifying Accounts

         (3)Exhibits


Exhibit No.       Description


      3.1         Certificate of Limited Partnership of Olympus Communications, 
                  L.P., together with all amendments thereto. (Incorporated
                  herein by reference is Exhibit 99.03 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  December 16, 1996.) (File Number 0-16014)

      3.2         Certificate of Incorporation of Olympus Capital  Corporation. 
                  (Incorporated herein by reference is Exhibit 99.01 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  December 16, 1996.) (File Number 0-16014)

      3.3         Bylaws of Olympus  Capital  Corporation.  (Incorporated herein
                  by reference is Exhibit 99.02 to Adelphia Communications
                  Corporation's Current Report on Form 8-K dated December 16,
                  1996.) (File Number 0-16014)

      3.4         Olympus Communications,  L.P. Second Amended and Restated 
                  Limited Partnership Agreement, dated as of February 28, 1995.
                  (Incorporated herein by reference is Exhibit 10.32 of the
                  Adelphia Communications Corporation's Annual Report on Form
                  8-K for the fiscal year ended March 31, 1995.) (File Number
                  0-16014)

      3.5         First Amendment to the Olympus Communications, L.P. Second
                  Amended and Restated Limited Partnership Agreement, dated
                  September 1, 1995. (Incorporated herein by reference is
                  Exhibit 10.33 to Adelphia Communications Corporation's Annual
                  Report on Form 10-K/A for the fiscal year ended March 31,
                  1996.) (File Number 0-16014)

      3.6         First Amendment to the Olympus Communications, L.P. Second
                  Amended and Restated Limited Partnership Agreement, dated
                  March 29, 1996. (Incorporated herein by reference is Exhibit
                  10.34 to Adelphia Communications Corporation's Annual Report
                  on Form 10-K/A for the fiscal year ended March 31, 1996.)
                  (File Number 0-16014)










                                       56
<PAGE>






  Exhibit No.      Description


      3.7         Second Amendment to the Olympus Communications, L.P. Second
                  Amended and Restated Limited Partnership Agreement, dated June
                  27, 1996. (Incorporated herein by reference is Exhibit 10.35
                  to Adelphia Communications Corporation's Annual Report on Form
                  10-K/A for the fiscal year ended March 31, 1996.) (File Number
                  0-16014)

      4.1         Indenture, dated as of November 12, 1996, between the
                  Registrants and Bank of Montreal Trust Company. (Incorporated
                  herein by reference is Exhibit 10.02 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  December 16, 1996.) (File Number 0-16014)

      4.2         Form of Note. (contained in Indenture filed as Exhibit 4.1.)


      10.1        Revolving Credit Facility among Adelphia Cable Partners, L.P.,
                  Southeast Florida Cable, Inc., West Boca Acquisition Limited
                  Partnership and Toronto-Dominion (Texas), Inc., as
                  Administrative Agent, dated May 12, 1995. (Incorporated herein
                  by reference is exhibit 10.03 to Adelphia Communications
                  Corporation's Current Report on Form 8-K dated June 30, 1995.)
                  (File Number 0-16014)

      10.2        Amended Credit Agreement, dated as of March 29, 1996, among
                  Highland Video Associates L.P., Telesat Acquisition Limited
                  Partnership, Global Acquisition Partners, L.P., the various
                  financial institutions as parties thereto, Bank of Montreal as
                  syndication agent, Chemical Bank as documentation agent, and
                  the Bank of Nova Scotia as administrative agent. (Incorporated
                  herein by reference is Exhibit 10.37 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  June 19, 1996.) (File Number 0-16014)

      10.3        Term Note for $70,000,000 dated January 4, 1996 from 
                  Leadership Acquisition Limited Partnership payable to
                  Fairbanks Communications, Inc. due on December 30, 1997.
                  (Incorporated herein by reference is Exhibit 10.05 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  December 16, 1996.) (File Number 0-16014)

      10.4        Agreement of Guaranty and Suretyship, dated January 4, 1996,
                  by Olympus Communications, L.P. regarding the Term Note
                  contained in Exhibit 10.4 herein. (Incorporated herein by
                  reference is Exhibit 10.6 to Adelphia Communications
                  Corporation's Current Report on Form 8-K dated December 16,
                  1996.) (File Number 0-16014)




                                       57
<PAGE>














  Exhibit No.     Description

      10.5        Form of Management  Fee  Subordination  Agreement.  
                  (contained  as Annex A in Indenture  filed as Exhibit 4.1 
                   herein.)

      10.6        Asset Purchase Agreement dated as of June 8, 1995 between
                  Olympus Communications, L.P., a Delaware limited partnership,
                  Fairbanks Communications, Inc., an Indiana corporation, and
                  Leadership Security Services, Inc., a Florida corporation.
                  (Incorporated herein by reference is Exhibit 10.01 to Adelphia
                  Communications Corporation's Current Report on Form 8-K dated
                  January 3, 1997.) (File Number 0-16014)

      10.7        Purchase and Sale Agreement  dated December 23, 1997 by and 
                  among NCAA Holdings, Inc. and Hilton Head Communications, L.P.
                  and Olympus Communications, L.P. and Olympus Communications
                  Holdings, LLC. (Incorporated herein by reference is Exhibit
                  10.8 to Olympus Communication's Annual Report on Form 10-K for
                  the year ended December 31, 1998.) (File Number 333-19327)

     21.1*        Subsidiaries of the Registrant.

     27.1*        Financial Data Schedule.

*Filed herewith.




















                                       58
<PAGE>





<TABLE>
<CAPTION>


                                   SCHEDULE I (Page 1 of 4)
                                 OLYMPUS COMMUNICATIONS, L.P.
              Condensed Information as to the Financial Position of the Registrant
                                    (Dollars in thousands)
                                                                              December 31,
                                                                       ------------------------
                                                                           1997         1998
                                                                       -----------  -----------
ASSETS:
<S>                                                                    <C>          <C>        
Investment in cable television subsidiaries                            $   266,933  $   292,901
Other assets - net                                                           5,505        4,923
                                                                       -----------  -----------
Total                                                                  $   272,438  $   297,824
                                                                       ===========  ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
10 5/8% Senior Notes due 2006                                          $   200,000  $   200,000
Other debt                                                                  45,000        1,000
Unsecured notes and payables to cable television
subsidiaries and affiliates, net                                           103,626      183,731
Accrued priority return on PLP interests                                    22,241       36,397
Accrued interest and other liabilities                                      13,788       12,643
                                                                       -----------  -----------
Total liabilities                                                          384,655      433,771

Total partners' equity (deficiency) - [see consolidated financial
statements included herein for details]                                   (112,217)    (135,947)
                                                                       -----------  -----------
Total                                                                  $   272,438  $   297,824
                                                                       ===========  ===========







                  See notes to condensed financial information of the Registrant.

</TABLE>




                                       59
<PAGE>




<TABLE>
<CAPTION>

                                          SCHEDULE I (Page 2 of 4)
                                        OLYMPUS COMMUNICATIONS, L.P.
                     Condensed Information as to the Operations of the Registrant
                                           (Dollars in thousands)

                                                               Year Ended December 31,
                                                      -------------------------------------
                                                          1996         1997         1998
                                                      -----------  -----------  -----------
INCOME:
<S>                                                   <C>          <C>          <C>        
Income from subsidiaries and affiliates               $     7,613  $     5,451  $     6,439
                                                      -----------  -----------  -----------

EXPENSES:
Operating expenses and fees to subsidiaries                   166          225           27
Amortization                                                   91          660          511
Interest expense                                            2,892       25,414       17,948
Interest expense to subsidiaries and affiliates            11,660       13,522       16,736
Management fees to Managing Affiliate                       8,839        9,566       13,154
                                                      -----------  -----------  -----------
Total                                                      23,648       49,387       48,376
                                                      -----------  -----------  -----------


Loss before equity in net income of subsidiaries          (16,035)     (43,936)     (41,937)
Equity in net income of subsidiaries                        5,085       24,134       25,863
                                                      -----------  -----------  -----------


Net loss                                              $   (10,950) $   (19,802) $   (16,074)
                                                      ===========  ===========  ===========





              See notes to condensed financial information of the Registrant.
</TABLE>




                                       60
<PAGE>




<TABLE>
<CAPTION>

                                        SCHEDULE I (Page 3 of 4)
                                      OLYMPUS COMMUNICATIONS, L.P.
                    Condensed Information as to the Cash flows of the Registrant
                                         (Dollars in thousands)
                                                                 Year Ended December 31,
                                                         -------------------------------------
                                                             1996         1997         1998
                                                         -----------  -----------  -----------
Cash flows from operating activities:
<S>                                                      <C>          <C>          <C>         
Net loss                                                 $   (10,950) $   (19,802) $   (16,074)
Adjustments to reconcile net loss to net cash used 
or operating activities:
Equity in net income of subsidiaries                          (5,085)     (24,134)     (25,863)
Amortization                                                      91          660          511
Accretion of non-interest bearing note                          --          7,993         --
Change in operating assets and liabilities, net of 
effects of acquisitions:
Other assets                                                     624         (385)        (134)
Accrued interest and other liabilities                        15,153       (2,412)      (1,145)
                                                         -----------  -----------  -----------
Net cash used for operating activities                          (167)     (38,080)     (42,705)
                                                         -----------  -----------  -----------

Cash flows from investing activities:
Investment in subsidiary                                    (160,000)      (5,020)     (10,469)
Proceeds from sale of assets                                    --           --         10,469
Advances from subsidiaries and related parties                17,091       51,700       80,105
                                                         -----------  -----------  -----------
Net cash (used for) provided by investing activities        (142,909)      46,680       80,105
                                                         -----------  -----------  -----------

Cash flows from financing activities:
Capital distribution                                         (54,672)        --           --
Payments of priority returns                                 (64,438)     (74,129)     (75,300)
Proceeds from debt                                           200,000         --           --
Repayments of debt                                              --        (25,000)     (44,000)
Costs associated with debt financing                          (5,350)        --           --
Issuance of preferred limited partner interests               65,711       80,729       81,900
Capital contributions                                           --          9,800         --
                                                         -----------  -----------  -----------
Net cash provided by (used for) financing activities         141,251       (8,600)     (37,400)
                                                         -----------  -----------  -----------

Decrease in cash and cash equivalents                         (1,825)        --           --

Cash and cash equivalents, beginning of year                   1,825         --           --
                                                         -----------  -----------  -----------

Cash and cash equivalents, end of year                   $      --    $      --    $      --
                                                         ===========  ===========  ===========

Supplemental disclosure of cash flow activity -
Cash payments for interest                               $    11,660  $    31,080  $    34,392
                                                         ===========  ===========  ===========

                 See notes to condensed financial information of the Registrant.

</TABLE>




                                       61
<PAGE>





                            SCHEDULE I (Page 4 of 4)
                          OLYMPUS COMMUNICATIONS, L.P.
           Notes to Condensed Financial Information of the Registrant
                             (Dollars in thousands)


1.  Notes Payable to Subsidiaries and Affiliates:

     Olympus Communications, L.P. ("Olympus") has periodically received funds
from and advanced funds to subsidiaries and affiliates. These affiliate
balances, some of which eliminate upon preparation of consolidated financial
statements, totaled $103,626 and $183,731 at December 31, 1997 and 1998,
respectively. Olympus paid $11,660, $13,522 and $16,736 of interest expense on
certain of these net payables to subsidiaries and affiliates during 1996, 1997
and 1998, respectively. Interest was charged at rates ranging from 4.9% to
16.5%.






                                       62
<PAGE>




<TABLE>
<CAPTION>

                                                       SCHEDULE II
                                              OLYMPUS COMMUNICATIONS, L.P.
                                            VALUATION AND QUALIFYING ACCOUNTS
                                                     (In thousands)

                                                     Balance         Charged
                                                       at            to Costs                          Balance
                                                    Beginning          and          Deductions-        at End
                                                    of Period        Expenses        Write-Offs       of Period
                                                 --------------  ---------------   --------------  --------------

Year Ended December 31, 1996

<S>                                              <C>             <C>              <C>              <C>           
Allowance for Doubtful Accounts                  $         411   $        3,775   $        3,574   $          612
                                                 ==============  ===============  ===============  ===============

Valuation Allowance for Deferred Tax Assets      $      16,156   $        3,920   $           --   $       20,076
                                                 ==============  ===============  ===============  ===============

Year Ended December 31, 1997

Allowance for Doubtful Accounts                  $         612   $        3,836   $        3,826   $          622
                                                 ==============  ===============  ===============  ===============

Valuation Allowance for Deferred Tax Assets      $      20,076   $        1,497   $           --   $       21,573
                                                 ==============  ===============  ===============  ===============

Year Ended December 31, 1998

Allowance for Doubtful Accounts                  $         622   $        4,339   $        4,245   $          716
                                                 ===============  ==============  ===============  ===============

Valuation Allowance for Deferred Tax Assets      $      21,573   $        2,642   $           --   $       24,215
                                                 ==============  ===============  ===============  ===============


</TABLE>






                                       63
<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized.
<TABLE>


                          OLYMPUS COMMUNICATIONS, L.P.
<S>                                                         <C> 
                              By: ACP HOLDINGS, INC
                                                              Managing General Partner
March 31, 1999                                                By:     /s/ Timothy J. Rigas 
                                                              Timothy J. Rigas,
                                                              Executive Vice President, Treasurer, Principal
                                                              Accounting Officer and Principal Financial
                                                              Officer of ACP Holdings, Inc.

                           OLYMPUS CAPITAL CORPORATION
March 31, 1999                                                By:     /s/ Timothy J. Rigas 
                                                              Timothy J. Rigas,
                                                              Executive Vice President, Treasurer, Principal
                                                              Accounting Officer and Principal Financial
                                                              Officer
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrants and
in the capacities and on the dates indicated.
<TABLE>

<S>                                                    <C>
March 31, 1999                                          /s/ John J. Rigas
                                                        John J. Rigas,
                                                        Chairman and Director of ACP Holdings, Inc. and
                                                        President and Director of Olympus Capital Corporation

March 31, 1999                                          /s/ Timothy J. Rigas
                                                        Timothy J. Rigas,
                                                        Executive Vice President, Treasurer, Principal
                                                        Financial Officer, Director and Principal Accounting
                                                        Officer of ACP Holdings, Inc. and Olympus Capital
                                                        Corporation

March 31, 1999                                          /s/ Michael J. Rigas
                                                        Michael J. Rigas,
                                                        Executive Vice President and Director of ACP
                                                        Holdings, Inc. and Olympus Capital
                                                        Corporation

March 31, 1999                                          /s/ James P. Rigas
                                                        James P. Rigas,
                                                        Executive Vice President, and Director of ACP
                                                        Holdings, Inc. and Olympus Capital Corporation

March 31, 1999                                          /s/ Daniel R. Milliard
                                                        Daniel R. Milliard,
                                                        Senior Vice President and Director of ACP
                                                        Holdings, Inc. and Senior Vice President and
                                                        Secretary of Olympus Capital Corporation

</TABLE>

                                       64
<PAGE>





                                                                   EXHIBIT 21.1

List of Subsidiaries of Olympus Communications L.P.1       

OLYMPUS COMMUNICATIONS, L.P. (a Delaware limited partnership)

       ADELPHIA CABLE PARTNERS, L.P. (99.98% general partnership interest) 
        (a Delaware  limited partnership)

              Key Biscayne Cablevision (50% general partnership interest) 
               (a Pennsylvania general partnership)

              Southeast Florida Cable, Inc. (a Florida corporation)

                    Mercom of Florida, Inc. (a Florida corporation)

                    Palm Beach Group Cable Inc. (a Florida corporation)

                           Palm Beach Group Cable Joint Venture (50% general 
                            partnership interest)(a Florida general partnership)

              South Florida Cable Advertising (14.28571% general partnership 
               interest) (a Florida general partnership)


              Timotheos Communications, L.P. (a Delaware limited partnership)2

       ADELPHIA TELECOM OF FLORIDA, INC. (a Delaware corporation)

       FT MYERS ACQUISITION LIMITED PARTNERSHIP (a Delaware limited partnership)

       LEADERSHIP ACQUISITION LIMITED PARTNERSHIP (99.9% general and limited
        partnership interests held by Olympus and its wholly-owned subsidiaries)
       (a Delaware limited partnership)

       NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. (a Delaware limited
        partnership)

       OLYMPUS CAPITAL CORPORATION (a Delaware corporation)

       OLYMPUS COMMUNICATIONS HOLDING, LLC (a Delaware limited liability 
        company)

       TELESAT ACQUISITION LIMITED PARTNERSHIP (99.9% general and limited
        partnership interests held by Olympus and its wholly-owned subsidiaries)
        (a Delaware limited partnership)

       WEST BOCA ACQUISITION L.P. (99.9% general and limited partnership 
        interests held by Olympus and its wholly-owned subsidiaries)(a Delaware
        limited partnership)

              Starpoint, Limited Partnership (50.36% limited partnership 
               interest) (a Pennsylvania limited partnership)

                    Cable Sentry Corporation (a Florida corporation)

                    Automatic Alarms Company, Inc. (a Florida corporation)

              West Boca Security, Inc. (a Delaware corporation)




--------
1  Ownership of subsidiaries is indicated by indentations. Ownership of each
   subsidiary is 100% unless otherwise indicated parenthetically or by footnote.
2 Adelphia Cable Partners, L.P. and Olympus Communications, L.P. own 99.9% and 
   .1%, respectively, of the partnership interests of Timotheos Communications,
   L.P. (a Delaware limited partnership).

                                       65