UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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


                  For the quarterly period ended March 31, 2000

  ____   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.)

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

      One North Main 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  __


<PAGE>


<TABLE>
<CAPTION>



                               OLYMPUS COMMUNICATIONS, L.P.

                                           INDEX

                                                                                                  Page Number

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<S>                                                                                                  <C>
       Condensed Consolidated Balance Sheets - December 31, 1999 and March 31, 2000....................3

       Condensed Consolidated Statements of Operations - Three Months Ended

       March 31, 1999 and 2000.........................................................................4

       Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31,
        1999 and 2000..................................................................................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...................................14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings............................................................................15

Item 2.  Changes in Securities........................................................................15

Item 3.  Defaults Upon Senior Securities..............................................................15

Item 4.  Submission of Matters to a Vote of Security Holders..........................................15

Item 5.  Other Information............................................................................15

Item 6.  Exhibits and Reports on Form 8-K.............................................................15


SIGNATURES............................................................................................16
</TABLE>


<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

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

                                                                                  December 31,         March 31,
                                                                                      1999               2000
                                                                                ----------------  -----------------

ASSETS:

Cable systems, at cost, net of accumulated depreciation and amortization:

<S>                                                                             <C>               <C>
     Property, plant and equipment                                              $      429,426    $       450,960
     Intangible assets                                                                 651,580            646,559
                                                                                ----------------  -----------------
          Total cable systems                                                        1,081,006          1,097,519

Cash and cash equivalents                                                                4,374              6,613
Subscriber receivables - net                                                            15,829             15,300
Prepaid expenses and other assets - net                                                 15,495             17,555
                                                                                ----------------  -----------------
          Total                                                                 $    1,116,704    $     1,136,987
                                                                                ================  =================

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):

Subsidiary debt                                                                 $      337,250    $       323,000
Parent debt                                                                            203,537            203,408
Other debt                                                                             107,540            108,365
Accounts payable                                                                        25,008             29,878
Subscriber advance payments and deposits                                                 6,468             10,269
Accrued interest and other liabilities                                                  28,549             42,875
Due to affiliates - net                                                                 38,542             66,157
Deferred income taxes                                                                   40,417             39,432
                                                                                ----------------  -----------------
          Total liabilities                                                            787,311            823,384
                                                                                ----------------  -----------------

Commitments and contingencies (Note 4)

Partners' equity:
  Limited partners' interests                                                          407,813            407,813
  General partners' equity (deficiency)                                                (78,420)           (94,210)
                                                                                ----------------  -----------------
          Total partners' equity                                                       329,393            313,603
                                                                                ----------------  -----------------
          Total                                                                 $    1,116,704    $     1,136,987
                                                                                ================  =================










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

<PAGE>

</TABLE>

<TABLE>
<CAPTION>

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

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                 ----------------------------------
                                                                                       1999             2000
                                                                                 ---------------- -----------------

<S>                                                                              <C>              <C>
Revenues                                                                         $        64,866  $        67,693
                                                                                 ---------------- -----------------

Operating expenses:
  Direct operating and programming                                                        22,952           25,477
  Selling, general and administrative                                                     11,742           13,577
  Depreciation and amortization                                                           18,259           20,696
  Management fees to managing affiliate                                                    3,543            4,683
                                                                                 ---------------- -----------------
          Total                                                                           56,496           64,433
                                                                                 ---------------- -----------------

Operating income                                                                           8,370            3,260
                                                                                 ---------------- -----------------

Other expense:
  Interest expense                                                                       (12,075)         (13,089)
  Interest expense - affiliates                                                           (5,269)            (313)
  Other                                                                                       --             (608)
                                                                                 ---------------- -----------------
          Total                                                                          (17,344)         (14,010)
                                                                                 ---------------- -----------------

Loss before income taxes                                                                  (8,974)         (10,750)
Income tax (expense) benefit                                                                 (86)             985
                                                                                 ---------------- -----------------

Net loss                                                                                  (9,060)          (9,765)

Priority return on preferred and senior
  limited partner interests                                                              (24,626)              --
                                                                                 ---------------- -----------------

Net loss of general and limited partners
  after priority return                                                          $       (33,686) $        (9,765)
                                                                                 ================ =================












<FN>

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


<PAGE>


<TABLE>
<CAPTION>


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

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                 ----------------------------------
                                                                                       1999             2000
                                                                                 ----------------- ----------------
Cash flows from operating activities:

<S>                                                                               <C>              <C>
  Net loss                                                                        $       (9,060)  $       (9,765)
    Adjustments to reconcile net loss to net cash provided
      by operating activities:
        Depreciation                                                                       9,812           12,291
        Amortization                                                                       8,447            8,405
        Non-cash interest                                                                     --              625
        Deferred income taxes                                                                 86            (985)
        Changes in operating assets and liabilities:
           Subscriber receivables                                                         (2,430)             529
           Prepaid expenses and other assets                                              (4,638)            (685)
           Accounts payable                                                                  650            4,870
           Subscriber advance payments and deposits                                        1,942            3,801
           Accrued interest and other liabilities                                          3,807            5,447
                                                                                 ----------------- ----------------
Net cash provided by operating activities                                                  8,616           24,533
                                                                                 ----------------- ----------------

Cash flows from investing activities:

  Capital expenditures                                                                   (22,860)         (35,464)
                                                                                 ----------------- ----------------
Cash used for investing activities                                                       (22,860)         (35,464)
                                                                                 ----------------- ----------------

Cash flows from financing activities:

  Repayments of debt                                                                    (177,385)         (14,420)
  Payments of priority returns                                                           (18,825)              --
  Amounts advanced from affiliates                                                       148,213           27,615
  Issuance of preferred limited partner interests                                         20,475               --
  Capital distributions                                                                      (50)             (25)
                                                                                 ----------------- ----------------
Net cash (used for) provided by financing activities                                     (27,572)          13,170
                                                                                 ----------------- ----------------

(Decrease) increase in cash and cash equivalents                                         (41,816)           2,239

Cash and cash equivalents, beginning of period                                            44,617            4,374
                                                                                 ----------------- ----------------

Cash and cash equivalents, end of period                                          $        2,801   $        6,613
                                                                                 ================= ================









<FN>

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


<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 March 31, 2000, and the results of operations for the
three months ended March 31, 1999 and 2000, have been included. These condensed
consolidated financial statements should be read in conjunction with Olympus'
consolidated financial statements included in its Annual Report on Form 10-K for
the year ended December 31, 1999 ("Annual Report"). The results of operations
for the three months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the year ending December 31, 2000.

1.  The Registrants:

         Olympus Communications, L.P. is a limited partnership, formed under the
laws of Delaware, between ACC Operations, Inc. and ACC Holdings II, LLC,
wholly-owned subsidiaries of Adelphia Communications Corporation (together with
its subsidiaries "Adelphia"). 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. ACP Holdings, Inc. was
formerly the managing general partner of Olympus, which distributed its
partnership interests in Olympus to its parent, ACC Operations, 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 (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 Annual Report:

         On January 1, 2000, Olympus made a $6,000 non-cash distribution to
Adelphia in connection with a $6,000 investment by Three Rivers Cable
Associates, LP, a majority owned subsidiary of Adelphia, in Starpoint Limited
Partnership, a majority owned subsidiary of Olympus.

         On April 14, 2000, certain subsidiaries and affiliates of Adelphia and
Olympus closed on a $2,250,000 credit facility. The credit facility consists of
a $1,500,000, 8 3/4 year reducing revolving credit loan and a $750,000, 9 year
term loan. Proceeds from initial borrowings were used to pay down existing debt
and will be used to fund certain acquisitions during 2000 and for working
capital and general corporate purposes.

3.  Supplemental Financial Information:

         Cash payments for interest were $14,124 and $5,827 for the three months
ended March 31, 1999 and 2000, respectively. Accumulated depreciation of
property, plant and equipment amounted to $212,230 and $224,312 at December 31,
1999 and March 31, 2000, respectively. Accumulated amortization of intangible
assets amounted to $174,880 and $182,550 at December 31, 1999 and March 31,
2000, respectively.
<PAGE>

         Due to affiliates - net includes $38,542 of accrued priority return on
preferred limited partner ("PLP") interests which was accrued prior to the
redemption of FPL Group's partnership interests in Olympus on October 1, 1999.
In conjunction with this redemption, the accrual and payment of priority return
on the PLP interests were discontinued.

4.  Commitments and Contingencies:

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

5.  Recent Accounting Pronouncements:

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

         At its January 2000 meeting, the Emerging Issues Task Force ("EITF")
reached consensus with respect to certain issues related to EITF 98-3,
"Determining whether a Transaction is an Exchange of Similar Productive Assets
or a Business Combination." As a result of this consensus, the Company will be
required to treat cable system swaps with third parties as a purchase of a
business and a disposition of a business at fair value. Management of the
Company will monitor the impact of EITF 98-3 as it relates to future
transactions of the Company.


<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,
the availability and cost of capital, government and regulatory policies, the
pricing and availability of equipment, materials, inventories and programming,
product acceptance, technological developments and changes in the competitive
environment in which the Company operates. Readers are cautioned that such
forward-looking statements are only predictions, that no assurance can be given
that any particular future results will be achieved, and that actual events or
results may differ materially. In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward-looking
statements. For further information regarding those risks and uncertainties and
their potential impact on the Company, see the Adelphia prospectus and most
recent prospectus supplement filed under Registration Statement No. 333-78027,
under the caption "Risk Factors."

         Olympus Communications, L.P. and subsidiaries ("Olympus" or the
"Company") is a joint venture limited partnership, formed under the laws of
Delaware, between ACC Operations, Inc. and ACC Holdings II, LLC, wholly-owned
subsidiaries of Adelphia Communications Corporation ("Adelphia").

         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.

         Olympus earned substantially all of its revenues in the three months
ended March 31, 1999 and 2000 from monthly subscriber fees for basic, satellite,
premium and ancillary services (such as installations and equipment rentals),
local and national advertising sales, electronic security monitoring services,
digital cable services, high speed data services, pay-per-view programming and
home shopping networks.

         The changes in Olympus' operating results for the quarter ended March
31, 2000, 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, 1999, growth in
electronic security monitoring revenue and advertising revenue, and vendor price
increases for the Company's programming.

         The high level of depreciation and amortization associated with
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 table sets forth certain cable television system data at
the dates indicated.
<TABLE>
<CAPTION>

                                            March 31,                 Percent
                                 ---------------------------------
                                      1999              2000         Increase
                                 ---------------   ---------------  ------------

<S>                                  <C>               <C>              <C>
           Homes Passed by Cable      949,122           980,085          3.3%
           Basic Subscribers          650,858           656,737          0.9%
</TABLE>


         The following table is derived from Olympus' condensed consolidated
financial statements that are included in this Form 10-Q and sets forth the
percentage relationship to revenues of the components of operating income
contained in such financial statements for the periods indicated.
<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                               March 31,

                                                    -------------------------------
                                                        1999              2000
                                                    --------------    -------------

<S>                                                    <C>              <C>
           Revenues                                      100.0%           100.0%

           Operating expenses:
             Direct operating and programming             35.4%            37.6%
             Selling, general and administrative          18.1%            20.1%
             Depreciation and amortization                28.1%            30.6%
             Management fees to managing affiliate         5.5%             6.9%
                                                    --------------    -------------

           Operating income                               12.9%             4.8%
                                                    ==============    =============

</TABLE>

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



                                                                               Three months ended
                                                                                   March 31,
                                                                       -----------------------------------
                                                                             1999               2000
                                                                       ------------------  ---------------

<S>                                                                                 <C>              <C>
         Regulated service and equipment                                             74%              72%
         Premium programming services                                                10%               9%
         Advertising sales and other services                                        16%              19%
</TABLE>





<PAGE>





         Total revenues increased approximately 4.4% for the three month period
ended March 31, 2000 compared with the same period of the prior year, primarily
due to growth in high speed data and digital cable revenue, basic subscriber
growth, growth in electronic security monitoring and advertising revenues and
the impact of rate increases, partially offset by price reductions on certain
services.

         The increase in revenues was attributable to the following:
<TABLE>
<CAPTION>

                                                           Three Months
                                                               Ended

                                                          March 31, 2000
                                                      ----------------------
<S>                                                          <C>
             New services                                       50%
             Basic subscriber growth                            21%
             Electronic security monitoring                     16%
             Advertising                                        12%
             Rate increases                                      9%
             Premium  programming fees                         (12)%
             Other services                                      4%
</TABLE>


         Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 11.0% for the three month period ended March 31,
2000 compared with the same period of the prior year. Such increases were
primarily due to increased operating expenses from increased technical costs
associated with providing digital cable and cable modem services and basic and
premium programming costs.

         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 15.6% for the
three month period ended March 31, 2000 compared with the same period of the
prior year. This increase was primarily due to incremental costs associated with
providing new services and subscriber growth.

         Depreciation and Amortization. Depreciation and amortization was higher
for the three month period ended March 31, 2000 compared with the same period of
the prior year, primarily due to increased capital expenditures and the impact
of the redemption of FPL Group's partnership interests.

         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 (as provided in the management agreement) 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 increased as a percentage of revenues for
the three month period ended March 31, 2000 as compared with the same period of
the prior year, primarily due to increased corporate expenditures.


<PAGE>



         Interest Expense. Interest expense increased 8.4% compared with the
same period of the prior year. This increase was primarily due to an increase in
the average amount of debt outstanding as compared to the prior year, primarily
due to the note related to the redemption of the FPL Group partnership interests
in Olympus.

         Interest Expense-Affiliates. The Company is charged interest on
advances due to Adelphia and other affiliates. Such advances were used by the
Company for capital expenditures, repayment of debt and working capital.
Interest expense-affiliates decreased approximately 94.1% for the three month
period ended March 31, 2000 compared with the same period of the prior year
primarily due to decreased affiliate payables.

         Priority Return on Preferred and Senior Limited Partner Interests. In
conjunction with the redemption of FPL Group's partnership interests in Olympus,
the accrual of priority return on PLP interests was discontinued.

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 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.

         Capital expenditures for the three months ended March 31, 1999 and 2000
were $22,860 and $35,464, respectively. The Company expects capital expenditures
for the remaining nine months of the year ending December 31, 2000 to range from
$60,000 to $85,000.

         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.

         At March 31, 2000, the Company's total outstanding debt aggregated
approximately $635,000 which included approximately $203,000 of parent debt, and
approximately $432,000 of subsidiary and other debt. In addition, the Company
had an aggregate of approximately $6,600 in cash and cash equivalents, and as of
April 14, 2000, $897,000 in unused credit lines with banks, which were also
available to affiliates, part of which is subject to achieving certain levels of
operating performance.

         At April 14, 2000, the Company has unused credit lines under reducing
revolving credit facilities with revolver periods which expire through 2008. The
Company's weighted average interest rate on subsidiary debt was approximately
6.01% at March 31, 1999 compared to 6.84% at March 31, 2000.


<PAGE>



         Mandatory reductions in principal under all agreements for indebtedness
for the four years and nine months after March 31, 2000, based on amounts
outstanding at March 31, 2000, are as follows:
<TABLE>
<CAPTION>

<S>                                                               <C>
         Nine months ending December 31, 2000                      $     52,323
         Year ending December 31, 2001                                   80,823
         Year ending December 31, 2002                                  203,073
         Year ending December 31, 2003                                   95,073
         Year ending December 31, 2004                                       73
</TABLE>


         The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance of debt and the negotiation of new or amended credit
facilities by the Company, or its subsidiaries. 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 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, or that additional competition from this industry
consolidation will not have an adverse effect on the Company.

Regulatory and Competitive Matters

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

         Rates for basic and certain 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
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 in certain
jurisdictions throughout the country.

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

         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 competing service providers. Congress passed the Satellite Home Viewer
Act in late 1999 which allows DBS providers to begin offering local broadcast
channels. DBS companies have since added a limited number of local channels in
some regions, a trend that will continue, thus lessening the distinction between
cable television and DBS service. Although the impact to date has not been
material, any future impact of DBS competition on the Company's future results
is not known or estimable.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         No material changes have occurred during the quarter ended March 31,
2000 in principal outstanding on fixed rate debt. Principal outstanding on
variable rate debt declined approximately $14,000 and the fair market value of
fixed rate debt declined approximately $11,000 during the quarter ended March
31, 2000 compared to December 31, 1999.

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


<PAGE>


                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES



                           PART II - Other Information

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 10.01 Bank Credit Facility dated April 14, 2000
              among the registrant, other borrowers and the lenders named therin
              (incorporated herein by reference to Exhibit 10.01 to Current
              Report on Form 10-Q for the event dated May 15, 2000 filed by
              Adelphia Communications Corporation (File No. 0-16014)).

              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 March 31, 2000.

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

<PAGE>















                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                                   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:  ACC OPERATIONS, INC.
                                           Managing General Partner

Date:  May 15, 2000                   By:  /s/ Timothy J. Rigas
                                      Timothy J. Rigas
                                      Executive Vice President, Treasurer,
                                      Principal Accounting Officer and Principal
                                      Financial Officer of ACC Operations, Inc.


Date:  May 15, 2000                   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.