SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1997

 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 (Zip code)
                         executive offices)

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

Indicate by check mark whether the registrants (1) have 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) have been subject to such
filing requirements for the past 90 days.

                       Yes  X                             No  __




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                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                                                      INDEX




                                                                                                  Page Number
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<S>                                                                                               <C>
       Condensed Consolidated Balance Sheets - December 31, 1996 and September 30, 1997................3

       Condensed Consolidated Statements of Operations - Three and Nine Months Ended
        September 30, 1996 and 1997....................................................................4

       Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30,
        1996 and 1997..................................................................................5

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

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
        of Operations..................................................................................8

Item 3..Quantitative and Qualitative Disclosures about Market Risk.....................................16

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................................17

Item 2.  Changes in Securities.........................................................................17

Item 3.   Defaults Upon Senior Securities..............................................................17

Item 4.   Submission of Matters to a Vote of Security Holders..........................................17

Item 5.   Other Information............................................................................17

Item 6.  Exhibits and Reports on Form 8-K..............................................................17


SIGNATURES.............................................................................................18
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<PAGE>




                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements



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

                                                      December 31, September 30,
                                                           1996        1997
                                                       -----------  -----------

ASSETS:
Cable systems, at cost, net of accumulated 
 depreciation and amortization:
Property, plant and equipment                           $  225,775  $  238,080
Intangible assets                                          350,411     363,766
                                                        ----------  ----------
Total                                                      576,186     601,846

Cash and cash equivalents                                   26,466      19,549
Subscriber receivables - net                                10,491      10,532
Prepaid expenses and other assets - net                     27,078      13,118
                                                        ----------  ----------
Total                                                   $  640,221  $  645,045
                                                        ==========  ==========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Notes payable to banks                                  $  309,000  $  309,000
10 5/8% Senior Notes due 2006                              200,000     200,000
Other debt                                                  63,713      69,472
Accounts payable                                            15,122      14,238
Subscriber advance payments and deposits                     5,426       5,898
Accrued interest and other liabilities                      30,429      30,157
Accrued priority return on preferred limited
 partner interests                                          20,476      20,935
Due to affiliates - net                                     39,667      41,896
Deferred income taxes                                       40,587      40,478
                                                        ----------  ----------
Total liabilities                                          724,420     732,074
                                                        ----------  ----------

Commitments and contingencies (Note 5)

Partners' equity (deficiency):
Limited partners' interests
                                                           407,669     467,922
General partners' equity (deficiency)
                                                          (491,868)   (554,951)
                                                        ----------  ----------
Total partners' equity (deficiency)
                                                           (84,199)    (87,029)
                                                        ----------  ----------
Total                                                   $  640,221  $  645,045
                                                        ==========  ==========


            See notes to condensed consolidated financial statements.







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<CAPTION>


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

                                                  Three Months Ended         Nine Months Ended
                                                     September 30,             September 30,
                                              ------------------------- -------------------------
                                                  1996          1997        1996         1997
                                              ------------ ------------ -----------   -----------

<S>                                           <C>          <C>          <C>           <C>
Revenues                                      $    40,180  $    43,235  $   118,604   $   126,818
                                              -----------  -----------  -----------   -----------

Operating expenses:
Direct operating and programming                   11,943       13,604       35,924        41,385
Selling, general and administrative                 7,032        7,976       20,935        23,032
Depreciation and amortization                      10,409       10,579       30,011        30,500
Management fees to
 Managing Affiliate                                 2,263        2,261        6,372         7,008
                                              -----------  -----------  -----------   -----------
Total                                              31,647       34,420       93,242       101,925
                                              -----------  -----------  -----------   -----------

Operating income                                    8,533        8,815       25,362        24,893
                                              -----------  -----------  -----------   -----------

Other income (expense):
Interest expense                                   (9,612)     (12,506)     (30,000)      (35,477)
Interest expense - affiliates                      (1,650)      (1,650)      (4,950)       (4,950)
Other                                                  46          252          163           389
                                              -----------  -----------  -----------   -----------
Total                                             (11,216)     (13,904)     (34,787)      (40,038)
                                              -----------  -----------  -----------   -----------

Loss before income taxes                           (2,683)      (5,089)      (9,425)      (15,145)
Income tax benefit                                    412         --          1,620           125
                                              -----------  -----------  -----------   -----------

Net loss                                           (2,271)      (5,089)      (7,805)      (15,020)

Priority return on preferred
 and senior limited partner interests             (16,235)     (19,284)     (49,007)      (55,763)
                                              -----------  -----------  -----------   -----------

Net loss of general and limited
 partners after priority return               $   (18,506) $   (24,373) $   (56,812)  $   (70,783)
                                              ===========  ===========  ===========   ===========

Net loss per general and limited
 partners' unit after priority return         $    (1,851) $    (2,437) $    (5,681)    $  (7,078)
                                              ===========  ===========  ===========     ===========


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



<PAGE>




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

                                                              Nine Months
                                                           Ended September 30,
                                                        ------------------------
                                                             1996        1997
                                                         ----------- -----------
Cash flows from operating activities:
Net loss                                                 $   (7,805) $  (15,020)
Adjustments to reconcile net loss to net cash provided
 by operating activities:
Depreciation                                                 18,792      18,468
Amortization                                                 11,219      12,032
Accretion of non-interest bearing note                        4,505       5,801
Deferred income taxes                                        (1,693)       (109)
Changes in operating assets and liabilities, net of
 effects of acquisitions:
Subscriber receivables                                         (339)        (41)
Prepaid expenses and other assets                            (4,033)        718
Accounts payable                                             (2,128)       (884)
Subscriber advance payments and deposits                      1,811         472
Accrued interest and other liabilities                         (582)       (301)
                                                         ----------  ----------
Net cash provided by operating activities                    19,747      21,136
                                                         ----------  ----------

Cash flows from investing activities:
Business acquisitions                                       (41,439)    (15,599)
Expenditures for property, plant and equipment              (20,305)    (26,927)
                                                         ----------  ----------
Cash used for investing activities                          (61,744)    (42,526)
                                                         ----------  ----------

Cash flows from financing activities:
Proceeds from debt                                           95,500      15,000
Repayments of debt                                          (30,437)    (15,405)
Payments of priority returns                                (47,801)    (55,304)
Amounts advanced from affiliates                              7,271       2,229
Issuance of preferred limited partner interests              47,422      60,253
Capital contributions                                          --         7,800
Capital distributions                                       (54,772)       (100)
                                                         ----------  ----------
Net cash provided by financing activities                    17,183      14,473
                                                         ----------  ----------

Decrease in cash and cash equivalents                       (24,814)     (6,917)

Cash and cash equivalents, beginning of period               32,677      26,466
                                                         ----------  ----------

Cash and cash equivalents, end of period                 $    7,863  $   19,549
                                                         ==========  ==========


            See notes to condensed consolidated financial statements.
<PAGE>






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


         The accompanying unaudited condensed consolidated financial statements
of Olympus Communications, L.P. and its substantially wholly-owned subsidiaries
("Olympus" or the "Company") have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission.

         In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary for a fair presentation of the financial
position of Olympus at September 30, 1997, and the results of operations for the
three and nine months ended September 30, 1996 and 1997, have been included.
These condensed consolidated financial statements should be read in conjunction
with Olympus' audited consolidated financial statements for the year ended
December 31, 1996 included in its Registration Statement No. 333-19327 on Form
S-4, Amendment No. 2, filed April 30, 1997 ("Form S-4"). The results of
operations for the nine months ended September 30, 1997 are not necessarily
indicative of the results to be expected for the year ending December 31, 1997.

1.  The Registrants:

         Olympus Communications, L.P. 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 Communications
Corporation ("Adelphia") and the managing general partner of Olympus. The
remaining 50% of the voting interest is held by various wholly-owned
subsidiaries of FPL Group, Inc. Olympus' operations consist primarily of selling
video programming which is distributed to subscribers in Florida for a monthly
fee through a network of fiber optic and coaxial cables.

         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 (the "Senior Notes").
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.

2.   Significant Events Subsequent to the Form S-4:

         Effective April 1, 1997, Olympus acquired, subject to certain
post-closing conditions, 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 has been accounted for using the
purchase method. Accordingly, the financial results of the acquired systems have
been included in the consolidated results of Olympus from the date acquired.

         On June 20, 1997, Olympus acquired the Peninsula Cable systems from
Booth American Company for an aggregate price of $10,500 in cash. These systems
served approximately 6,000 subscribers at the date of acquisition located in and
around Madeira Beach, Florida. The acquisition has been accounted for using the
purchase method. Accordingly, the financial results of the acquired systems have
been included in the consolidated results of Olympus from the date acquired.

<PAGE>


3.   Income Taxes:

         Income tax benefit for the nine months ended  September  30, 1997 was 
$125,  which is comprised of current tax benefit of $16 and a deferred tax 
benefit of $109.

4.   Supplemental Cash Flow Information:

         Cash  payments for interest  were $30,724 and $30,712 for the nine 
months ended  September  30, 1996 and 1997, respectively.

5.  Commitments and Contingencies:

         Reference is made to Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Form S-4 for a discussion of
material commitments and contingencies.




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


<PAGE>




                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                             (Dollars in thousands)



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

Results of Operations

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations, is forward-looking, such as information relating to
the 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 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 and changes
in the competitive environment in which the Company operates.

         Olympus Communications, L.P. and subsidiaries ("Olympus" or the
"Company") 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 Communications Corporation
("Adelphia") and managing general partner of Olympus. The remaining 50% of the
voting interest is held by various wholly-owned subsidiaries of FPL Group, Inc.

         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 the nine months
ended September 30, 1996 and 1997 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, home
shopping networks and electronic security monitoring services.

         The changes in Olympus' operating results for the quarter ended
September 30, 1997, compared to the same period of the prior year, were
primarily the result of expanding existing cable television operations, the
impact of subscriber rate increases which became effective June 1, 1996 and
1997, acquisitions and vendor price increases for the Company's programming.

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



<PAGE>



         The following tables set forth certain cable television system data at
the dates indicated.


                                          September 30,
                                     -----------------------  Percent
                                         1996        1997     Increase
                                      ---------   ---------   --------

Homes Passed by Cable                  642,313     676,910      5.4%

Basic Subscribers                      402,102     434,730      8.1%



          Exclusive of acquisitions, basic subscribers grew 4.6% during the
twelve months ended September 30, 1997.

         The following table is derived from Olympus' condensed consolidated
financial statements that are included in this interim report and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.


                                         Three Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                         ------------------ ------------------
                                           1996      1997     1996      1997
                                         --------  -------- --------  -------

Revenues                                   100.0%    100.0%   100.0%   100.0%

Operating expenses:
Direct operating and programming            29.7%     31.5%    30.3%    32.6%
Selling, general and administrative         17.6%     18.5%    17.6%    18.2%
Depreciation and amortization               25.9%     24.4%    25.3%    24.1%
Management fees to Managing Affiliate        5.6%      5.2%     5.4%     5.5%
                                         -------   -------  -------  -------

Operating income                            21.2%     20.4%    21.4%    19.6%
                                         =======   =======  =======  =======



Revenues.  The primary revenue sources,  reflected as a percentage of total
revenues, for the periods indicated were as follows:


                                          Three months ended   Nine months ended
                                              September 30,      September 30,
                                           ------------------ ------------------
                                             1996      1997      1996    1997
                                           --------  --------  ------- --------

Regulated service and equipment fees          73%       75%      73%      74%
Premium programming services                  13%       12%      14%      13%
Advertising sales and other services          14%       13%      13%      13%

<PAGE>


         Total revenues increased approximately 7.6% and 6.9% for the three and
nine month periods ended September 30, 1997 compared with the same periods of
the prior year, primarily due to basic subscriber growth, the positive impact of
rate increases and acquisitions, partially offset by price reductions on certain
services and a decrease in premium programming services. Advertising revenue,
which has historically experienced double digit annual growth, was down 9.0% and
8.6% for the three and nine month periods ended September 30, 1997 compared with
the same periods of the prior year. The Company expects advertising revenue
growth to return to historical levels in the three months ending December 31,
1997. Reductions in advertising revenues during the current period were offset
primarily by increases in electronic security monitoring service fees.

         The increase in revenues was attributable to the following:



                                           Three Months         Nine Months
                                               Ended               Ended
                                        September 30, 1997  September 30, 1997
                                        ------------------  ------------------
Basic subscriber growth                         48%                 43%
Rate increases                                  22%                 34%
Acquisitions                                    36%                 20%
Premium programming fees                       (10%)                (8%)
Advertising sales and other services             4%                 11%



         Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 13.9% and 15.2% for the three and nine month
periods ended September 30, 1997 compared with the same periods of the prior
year. Such increases were primarily due to increased basic and premium
programming costs, technical costs associated with providing electronic security
monitoring services and increased operating expenses from acquired systems.

         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 13.4% and
10.0% for the three and nine month periods ended September 30, 1997 compared
with the same periods of the prior year. This increase was primarily due to
incremental costs associated with subscriber growth, the expansion of other
non-cable revenues and incremental costs associated with acquisitions.

         EBITDA. Earnings before interest expense, income taxes, depreciation
and amortization, management fees and other noncash charges ("EBITDA") for the
three and nine month periods ended September 30, 1997 increased 3.1% and 1.4%
compared with the same periods of the prior year, primarily due to acquisitions,
basic subscriber growth and subscriber rate increases, partially offset by
increases in programming, general and administrative expenses and reductions in
EBITDA from advertising. EBITDA and similar measurements of cash flow are
commonly used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance, leverage and

<PAGE>

liquidity. While EBITDA is not an alternative indicator of operating performance
to operating income or an alternative to cash flows from operating activities as
a measure of liquidity, as defined by generally accepted accounting principles,
and, while EBITDA may not be comparable to other similarly titled measures of
other companies, the Company's management believes EBITDA is a meaningful
measure of performance as substantially all of the Company's financing
agreements contain financial covenants based on EBITDA.

         Depreciation and Amortization. Depreciation and amortization was higher
for the three and nine month periods ended September 30, 1997 compared with the
same periods of the prior year, primarily due to increased amortization related
to acquisitions and to the costs associated with the Company's financing
activities.

         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 and its subsidiaries 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 decreased
as a percentage of revenues for the three month period ended September 30, 1997
as compared with the same period of the prior year, primarily due to revenues
increasing proportionately at a higher rate than allocated corporate costs
included in management fees. Management fees were even as a percentage of
revenues for the nine month period ended September 30, 1997 as compared with the
same period of the prior year.

         Interest Expense. Interest expense increased 30.1% and 18.3% for the
three and nine month periods ended September 30, 1997 compared with the same
periods of the prior year. The increases in interest expense were 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 the three and nine
month periods ended September 30, 1997, as compared with the same periods of the
prior year.

         Net Loss. The Company reported net losses of $2,271 and $5,089 for the
quarters ended September 30, 1996 and 1997, respectively. The increase in net
loss for the three months ended September 30, 1997 was due primarily to an
increase in interest expense. Net losses of $7,805 and $15,020 were reported for
the nine month periods ended September 30, 1996 and 1997, respectively. The
increase in net loss for the nine months ended September 30, 1997 was due
primarily to increased interest expense.

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. The Company historically has
committed significant capital resources for these purposes. These expenditures
were funded through long-term borrowings and, to a lesser extent, advances from
affiliates and internally generated funds. The Company's ability to generate
cash to meet its future needs will depend generally on its results of operations
and the continued availability of external financing.

         In most of its upgrades, the Company will utilize a Modified Passive
Network Architecture ("MPNA") which utilizes fiber optic cable as an alternative
to the coaxial cable that historically has been used to distribute cable signals
to the subscriber's home. The MPNA design deploys on average one fiber node for
every two miles of fiber optic cable or approximately one fiber node for every
180 homes passed. The Company believes this compares favorably with current

<PAGE>

industry averages. This deep penetration of fiber optic cable into the Systems'
networks has the advantages of providing increased reliability to customers,
improved bandwidth, and easier implementation of the return path plant
capabilities. Management believes this will position the Company to offer
additional video programming services, to utilize the expanded bandwidth
potential of digital compression technology and to meet the anticipated
transmission requirements for high-definition television, digital television,
high-speed data and telephone services.

         Capital expenditures for the nine months ended September 30, 1996 and
1997, were $20,305 and $26,927, respectively. Management expects capital
expenditures for the remaining three months of the year ending December 31, 1997
to be approximately $10,000 to $12,000 due to the further expansion of cable
plant rebuilds. Regarding acquisitions made during the nine months ended
September 30, 1997, see note 2 to the Company's condensed consolidated financial
statements Part 1, Item 1 of this report.

         The Company generally has funded its working capital requirements,
capital expenditures, and acquisitions through long-term borrowings, primarily
from banks, issuance of public debt, advances from affiliates and internally
generated funds. The Company generally has funded the principal and interest
obligations on its long-term borrowings from banks by refinancing the principal
with new loans and by paying the interest out of internally generated funds.
Olympus has funded the interest obligations on its public borrowings from
internally generated funds.

         On November 12, 1996, Olympus issued $200,000 of 10 5/8% Senior Notes
in a private placement. These notes are unsecured and are due November 15, 2006.
Most of Olympus' directly-owned subsidiaries have their own senior credit
arrangements with banks. 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. The public
indenture and subsidiary credit agreements of the Company and its subsidiaries
contain certain provisions which, among other things, provide for limitations on
borrowings of and investments by the borrowing subsidiaries and affiliates, and
the payment of distributions and fees by the borrowing subsidiaries. These
agreements also require the maintenance of certain financial ratios by the
borrowing subsidiaries. The Company believes it is in compliance with the
financial covenants and related financial ratio requirements contained in its
various credit agreements, based on operating results for the quarters ended
September 30, 1996 and 1997. On January 5, 1996, Leadership Acquisition Limited
Partnership, a wholly-owned subsidiary of the Company, delivered a $70,000
secured non-interest bearing discount note due December 30, 1997 in connection
with the purchase of cable systems in southeast Florida from Fairbanks
Communications, Inc. The accreted value of such note was $67,808 as of September
30, 1997. The Company expects to pay such note with funds from its revolving
credit facilities.

         At September 30, 1997, the Company's total outstanding debt aggregated
approximately $578,000 which included $268,000 of parent debt, and $310,000 of
subsidiary debt. In addition, the Company had an aggregate of $19,549 in cash
and cash equivalents, and $147,000 in unused credit lines with banks, part of
which is subject to achieving certain levels of operating performance.

         At September 30, 1997, the Company's unused credit lines were provided
by reducing revolving credit facilities whose revolver periods expire September
30, 2004. The Company's weighted average interest rate on notes payable to banks
was approximately 7.19% at September 30, 1996 compared to 6.72% at September 30,
1997. At September 30, 1997, approximately 37.2% of such debt was subject to
fixed interest rates for at least one year under the terms of such debt or
applicable interest rate swap agreements.

<PAGE>





         Mandatory reductions in principal under all agreements for indebtedness
for the four years and three months after September 30, 1997 based on amounts
outstanding at September 30, 1997 are as follows:



          Three months ending December 31, 1997           $         67,808
          Year ending December 31, 1998                                  -
          Year ending December 31, 1999                                  -
          Year ending December 31, 2000                             38,250
          Year ending December 31, 2001                             80,750


         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, 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 industry, 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.

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

<PAGE>

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. On November 10, 1994, the FCC adopted an alternative method
for adjusting the rates charged for a cable programming services tier when new
services are added. This has allowed cable operators to increase rates by as
much as $1.40 plus programming costs, over a three year period ending December
31, 1997 to reflect the addition of up to seven new channels of service on cable
programming service tiers. In addition, a new programming tier can be created,
the rate for which would not be regulated as long as certain conditions are met,
such as not moving services from existing tiers to the new one. 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.

         Effective September 1, 1993, as a result of the 1992 Cable Act, Olympus
repackaged certain existing cable services by adjusting rates for basic service
and introducing a new method of offering certain cable services. Olympus
adjusted the basic service rates and related equipment and installation rates in
all of its systems in order for such rates to be in compliance with the
applicable benchmark or equipment and installation cost levels. Olympus also
implemented a program in all of its systems called "CableSelect" under which
most of Olympus' satellite-delivered programming services were offered
individually on a per channel basis, or as a group at a price of approximately
15% to 20% below the sum of the per channel prices of all such services. For
subscribers who elected to customize their channel lineup, Olympus provided, for
a monthly rental fee, an electronic device located on the cable line outside the
home, enabling a subscriber's television to receive only those channels selected
by the subscriber. Olympus believes CableSelect provided increased programming
choices to its subscribers while providing flexibility to Olympus to respond to
future changes in areas such as customer demand and programming. Olympus no
longer offers the CableSelect program in any of its systems.
<PAGE>

         A letter of inquiry was received by Olympus regarding the
implementation of this new method of offering services. Olympus responded in
writing to the FCC's inquiry. On November 18, 1994, the Cable Services Bureau of
the FCC issued a decision holding that the "CableSelect" program was an evasion
of the rate regulations and ordered this package to be treated as a regulated
tier. This decision, and all other letters of inquiry decisions, were
principally decided on the number of programming services moved from regulated
tiers to "a la carte" packages. Olympus appealed this decision to the full
Commission which affirmed the Cable Service Bureau's decision. Olympus has
sought reconsideration of the decision. On November 18, 1994, the FCC released
amended rules under which, on a prospective basis, any "a la carte" package will
be treated as a regulated tier, except for packages involving premium services.
An appeal of this decision to the U.S. Court of Appeals for the D.C. Circuit was
unsuccessful. On May 1, 1997, however, the FCC issued an Order approving a
nationwide rate settlement agreement between the FCC and Adelphia, which
encompasses Olympus' operations and resolves issues related to Olympus' alleged
evasion of rate regulations. The Order resulted in no significant cost to
Olympus. The Order also provides that Olympus withdraws its petition for
reconsideration of the FCC's affirmance of the Cable Service Bureau's
above-mentioned November 18, 1994 decision. No assurance can be given as to what
other future actions Congress, the FCC or other regulatory authorities may take
or the effects thereof on Olympus. Olympus is currently unable to predict the
effect that the amended regulations or other future FCC rulemaking proceedings
will have on its business and results of operations in future periods.

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

         The 1996 Act repealed the prohibition on local exchange telephone
companies ("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 statute states that the OVS scheme supplants the FCC's "video dialtone"
rules. The FCC has promulgated rules to implement the OVS concept.

         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 direct broadcast satellite ("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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         Not applicable

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


<PAGE>



                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES





Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None


Item 5.  Other Information

         None


Item  6. Exhibits and Reports on Form 8-K

          (a) Exhibits:

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

               (b)   Reports on Form 8-K:

              The Company did not file any reports on Form 8-K during the
quarter ended September 30, 1997.

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

<PAGE>



















                                   SIGNATURES

     Pursuant to the requirements 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.

                                                  OLYMPUS COMMUNICATIONS, L.P.

                             BY: ACP HOLDINGS, INC.
                                                     Managing General Partner

Date:  November 14, 1997                          By:  /s/ Timothy J. Rigas
                                                       --------------------
                                                       Timothy J. Rigas
                                                     Executive Vice President,
                                                     Treasurer, Principal
                                                     Accounting Officer and
                                                     Principal Financial Officer
                                                     of ACP Holdings, Inc.


Date:  November 14, 1997                            OLYMPUS CAPITAL CORPORATION

                                                    By:  /s/ Timothy J. Rigas
                                                         Timothy J. Rigas
                                                       Executive Vice President,
                                                       Treasurer, Principal
                                                       Accounting Officer and
                                                       Principal Financial
                                                       Officer




<PAGE>









                                INDEX TO EXHIBITS


Exhibit List:

Please refer to Part II, Item 6 for an exhibit list.