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 June 30, 1999

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  __


<PAGE>


<TABLE>
<CAPTION>


                  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, 1998 and June 30, 1999...................3

         Condensed Consolidated Statements of Operations - Three and Six Months Ended
          June 30, 1998 and 1999.......................................................................4

         Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30,
          1998 and 1999................................................................................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....................................15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................................16

Item 2.  Changes in Securities.........................................................................16

Item 3.  Defaults Upon Senior Securities...............................................................16

Item 4.  Submission of Matters to a Vote of Security Holders...........................................16

Item 5.  Other Information.............................................................................16

Item 6.  Exhibits and Reports on Form 8-K..............................................................16


SIGNATURES.............................................................................................17

</TABLE>




                                      -2-
<PAGE>






                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
<CAPTION>



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

                                                 December 31,        June 30,
                                                      1998             1999
                                                 -------------    --------------
ASSETS:
Cable systems, at cost, net of accumulated
depreciation and amortization:
<S>                                              <C>              <C>
Property, plant and equipment                    $     355,470    $     379,346
Intangible assets                                      577,171          568,044
                                                 -------------    -------------
Total                                                  932,641          947,390

Cash and cash equivalents                               44,617            5,197
Subscriber receivables - net                            14,407           14,548
Prepaid expenses and other assets - net                 20,334           14,986
                                                 =============    =============
Total                                            $   1,011,999    $     982,121
                                                 =============    =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Subsidiary debt                                  $     519,443    $        --
Parent debt                                            200,000          200,000
Other debt                                               7,539            7,503
Accounts payable                                        23,311           22,190
Subscriber advance payments and deposits                 6,965            6,973
Accrued interest and other liabilities                  29,904           21,613
Accrued priority return on preferred limited
partner interests                                       36,397           56,138
Due to affiliates - net                                283,436          802,942
Deferred income taxes                                   40,951           41,131
                                                 -------------    -------------
Total liabilities                                    1,147,946        1,158,490
                                                 -------------    -------------

Commitments and contingencies (Note 4)

Partners' equity (deficiency):
Limited partners' interests                            570,298          604,423
General partners' equity (deficiency)                 (706,245)        (780,792)
                                                 -------------    -------------
Total partners' equity (deficiency)                   (135,947)        (176,369)
                                                 =============    =============
Total                                            $   1,011,999    $     982,121
                                                 =============    =============


            See notes to condensed consolidated financial statements.

</TABLE>



                                      -3-
<PAGE>



<TABLE>
<CAPTION>




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

                                                          Three Months Ended         Six Months Ended
                                                               June 30,                   June 30,
                                                      -----------------------------------------------------
                                                          1998          1999          1998          1999
                                                      -----------   -----------   -----------   -----------

<S>                                                   <C>           <C>           <C>           <C>
Revenues                                              $    51,198   $    63,351   $   102,116   $   128,217
                                                      -----------   -----------   -----------   -----------

Operating expenses:
Direct operating and programming                           17,663        21,912        34,948        44,864
Selling, general and administrative                         8,827        11,254        17,870        22,997
Depreciation and amortization                              11,998        18,141        24,248        36,400
Management fees to managing affiliate                       2,888         5,913         5,586         9,456
                                                      -----------   -----------   -----------   -----------
Total                                                      41,376        57,220        82,652       113,717
                                                      -----------   -----------   -----------   -----------

Operating income                                            9,822         6,131        19,464        14,500
                                                      -----------   -----------   -----------   -----------

Other income (expense):
Interest expense                                          (13,002)       (7,521)      (26,027)      (19,596)
Interest expense - affiliates                              (1,650)      (13,266)       (3,300)      (18,535)
Other                                                         613          (120)          983          (120)
                                                      -----------   -----------   -----------   -----------
Total                                                     (14,039)      (20,907)      (28,344)      (38,251)
                                                      -----------   -----------   -----------   -----------

Loss before income taxes                                   (4,217)      (14,776)       (8,880)      (23,751)
Income tax benefit (expense)                                  (28)          (94)          (28)         (180)
                                                      -----------   -----------   -----------   -----------

Net loss                                                   (4,245)      (14,870)       (8,908)      (23,931)

Priority return on preferred and senior
limited partner interests                                 (21,923)      (25,940)      (42,715)      (50,566)
                                                      -----------   -----------   -----------   -----------

Net loss of general and limited partners
after priority return                                 $   (26,168)  $   (40,810)  $   (51,623)  $   (74,497)
                                                      ===========   ===========   ===========   ===========

Basic and diluted net loss per general and limited
partners' unit after priority return                  $    (2,617)  $    (4,081)  $    (5,162)  $    (7,450)
                                                      ===========   ===========   ===========   ===========

                              See notes to condensed consolidated financial statements.

</TABLE>







                                      -4-
<PAGE>




<TABLE>
<CAPTION>


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

                                                                Six Months Ended
                                                                     June 30,
                                                           ---------------------------
                                                                1998          1999
                                                           ------------- -------------
Cash flows from operating activities:
<S>                                                        <C>           <C>
Net loss                                                   $     (8,908) $    (23,931)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation                                                     13,675        19,494
Amortization                                                     10,573        16,906
Deferred income taxes                                                28           180
Changes in operating assets and liabilities, net of
effects of acquisitions:
Subscriber receivables                                               15          (141)
Prepaid expenses and other assets                                (2,825)          354
Accounts payable                                                  3,112        (1,121)
Subscriber advance payments and deposits                            250             8
Accrued interest and other liabilities                           (1,248)       (8,330)
                                                           ------------  ------------
Net cash provided by operating activities                        14,672         3,419
                                                           ------------  ------------

Cash flows from investing activities:
Business acquisitions                                            (2,055)       (1,474)
Proceeds from sale of assets                                     10,469          --
Capital expenditures                                            (28,417)      (44,060)
                                                           ------------  ------------
Net cash used for investing activities                          (20,003)      (45,534)
                                                           ------------  ------------

Cash flows from financing activities:
Proceeds from debt                                               43,000          --
Repayments of debt                                              (43,388)     (520,061)
Payments of priority returns                                    (37,650)      (30,825)
Amounts advanced from affiliates                                  6,129       519,506
Issuance of preferred limited partner interests                  40,950        34,125
Capital distributions                                               (50)          (50)
                                                           ------------  ------------
Net cash provided by financing activities                         8,991         2,695
                                                           ------------  ------------

Increase (decrease) in cash and cash equivalents                  3,660       (39,420)

Cash and cash equivalents, beginning of period                    3,554        44,617
                                                           ------------  ------------

Cash and cash equivalents, end of period                   $      7,214  $      5,197
                                                           ============  ============


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








                                      -5-
<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 June 30, 1999, and the results of operations for the
three and six months ended June 30, 1998 and 1999, 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, 1998 ("Annual Report"). The results of
operations for the three and six months ended June 30, 1999 are not necessarily
indicative of the results to be expected for the year ending December 31, 1999.

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. On January 28, 1999, the partners entered into
an agreement pursuant to which Adelphia will acquire FPL Group's partnership
interests in Olympus. The transaction is expected to close in the third quarter
of 1999. 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 Annual Report:

         On May 6, 1999, certain subsidiaries and affiliates of Adelphia and
Olympus closed on an $850,000 credit facility. The credit facility consists of a
$600,000, 8 1/2 year reducing revolving credit loan and a $250,000, 9 year term
loan. Proceeds from initial borrowings were held as cash by certain of Olympus'
affiliates and used to repay existing indebtedness of the co-borrower group.

3.   Supplemental Financial Information:

         Cash payments for interest were $28,505 and $42,454 for the six months
ended June 30, 1998 and 1999, respectively. Accumulated depreciation of
property, plant and equipment amounted to $172,867 and $192,318 at December 31,
1998 and June 30, 1999, respectively. Accumulated amortization of intangible
assets amounted to $144,548 and $160,240 at December 31, 1998 and June 30, 1999,
respectively.





                                      -6-
<PAGE>





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 of the Company has not completed its
evaluation of the impact of SFAS No. 133 on the Company's 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.










                                      -7-
<PAGE>






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

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

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,
technological developments, year 2000 issues 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.
On January 28, 1999, the partners announced an agreement pursuant to which
Adelphia will acquire FPL Group's partnership interests in Olympus. The
transaction is expected to close in the third quarter of 1999.

         Olympus Capital Corporation, a wholly-owned subsidiary of the Company,
was formed solely for the purpose of serving as a co-issuer with Olympus
Communications, L.P. of the 10 5/8% Senior Notes due 2006 (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 June 30, 1998 and 1999 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,
pay-per-view programming, home shopping networks, high speed data services and
digital cable services.

         The changes in Olympus' operating results for the three and six months
ended June 30, 1999, compared to the same period of the prior year, were
primarily the result of acquisitions, expanding existing cable television
operations, the impact of subscriber rate increases which became effective June
1, 1998 and 1999, growth in advertising revenue, 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.





                                      -8-
<PAGE>




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



         The following table sets forth certain cable television system data at
the dates indicated.

<TABLE>
<CAPTION>

                                             June 30,
                                   -------------------------------  Percent
                                       1998            1999        Increase
                                   ------------    ------------   ----------

<S>                                <C>             <C>            <C>
Homes Passed by Cable                   752,012         965,163        28.3%
Basic Subscribers                       493,258         641,228        30.0%

</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       Six Months Ended
                                                   June 30,               June 30,
                                            ---------------------  ---------------------
                                                1998      1999         1998      1999
                                            ---------- ----------  ---------- ----------

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

Operating expenses:
Direct operating and programming                 34.5%      34.6%       34.2%      35.0%
Selling, general and administrative              17.2%      17.8%       17.5%      17.9%
Depreciation and amortization                    23.4%      28.7%       23.7%      28.4%
Management fees to managing affiliate             5.6%       9.3%        5.5%       7.4%
                                            ---------- ----------  ---------- ----------

Operating income                                 19.3%       9.6%       19.1%      11.3%
                                            ========== ==========  ========== ==========
</TABLE>

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

<TABLE>
<CAPTION>


                                                   Three Months Ended        Six Months Ended
                                                        June 30,                 June 30,
                                               ------------------------ -------------------------
                                                   1998         1999        1998         1999
                                               -----------  ----------- ------------ ------------

<S>                                             <C>          <C>          <C>          <C>
Regulated service and equipment                        73%          75%          73%          75%
Premium programming services                           11%           9%          11%          10%
Advertising sales and other services                   16%          16%          16%          15%


</TABLE>





                                      -9-
<PAGE>







         Total revenues increased approximately 23.7% and 25.6% for the three
and six month periods ended June 30, 1999 compared with the same periods of the
prior year, primarily due to acquisitions, basic subscriber growth, the impact
of rate increases and growth in advertising revenues, partially offset by price
reductions on certain services.

         The increase in revenues was attributable to the following:

<TABLE>
<CAPTION>


                                             Three Months              Six Months
                                                 Ended                    Ended
                                             June 30, 1999            June 30, 1999
                                          -------------------      -------------------
<S>                                       <C>                      <C>
Acquisitions                                      86%                      81%
Basic subscriber growth                           11%                      10%
Rate increases                                     5%                       6%
Advertising sales and other services              (2)%                      3%


</TABLE>


         Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 24.0% and 28.4% for the three and six month
periods ended June 30, 1999 compared with the same periods of the prior year.
Such increases were primarily due to increased operating expenses from acquired
systems, increased basic and premium programming costs and increased technical
costs associated with providing cable modem and electronic security monitoring
services.

         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 27.5% and
28.7% for the three and six month periods ended June 30, 1999 compared with the
same periods of the prior year. This increase was primarily due to incremental
costs associated with acquisitions and subscriber growth.

         Depreciation and Amortization. Depreciation and amortization was higher
for the three and six month periods ended June 30, 1999 compared with the same
period of the prior year, primarily due to increased depreciation and
amortization related to acquisitions and increased capital expenditures.

         Management Fees to Managing Affiliate. Pursuant to the terms of the
Company's Partnership Agreement, the Company pays to Adelphia, on a quarterly
basis, an amount representing an allocation of the corporate overhead of
Adelphia 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 and six month periods ended June 30, 1999 as compared with the same
periods of the prior year, primarily due to increased corporate expenditures.

         Interest Expense. Interest expense decreased 42.2% and 24.7% for the
three and six month periods ended June 30, 1999, respectively, compared with the
same period of the prior year. The decrease in interest was primarily
attributable to a decrease in the average amount of debt outstanding during the
periods.

                                      -10-
<PAGE>

         Interest Expense-Affiliates. The Company is charged interest on
advances due to Adelphia and other affiliates. Such advances were used by the
Company for acquisitions, capital expenditures, repayment of debt and working
capital. Interest expense-affiliates increased approximately 704.0% and 461.7%
for the three and six month periods ended June 30, 1999 compared with the same
periods of the prior year primarily due to increased affiliate payables related
to debt repayments and acquisitions.

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 six month periods ended June 30, 1998 and
1999 were $28,417 and $44,060, respectively. The Company expects capital
expenditures for the remaining six months of the year ending December 31, 1999
to range from $40,000 to $50,000.

         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 June 30, 1999, the Company's total outstanding debt aggregated
approximately $207,000 which included approximately $201,000 of parent debt, and
approximately $6,000 of subsidiary debt. In addition, the Company had an
aggregate of approximately $5,000 in cash and cash equivalents, and as of June
30, 1999, $965,750 in unused credit lines with banks, which includes $600,000
also available to affiliates, part of which is subject to achieving certain
levels of operating performance. During the current quarter Adelphia and other
affiliates made net advances to Olympus totaling approximately $366,400 which
were used to repay $342,250 of subsidiary debt, which may be re-borrowed, as
well as for other purposes. At June 30, 1999 net advances due to affiliates
aggregated approximately $803,000.

         At June 30, 1999, the Company's unused credit lines were provided by
reducing revolving credit facilities whose revolver periods expire through 2007.
The Company's weighted average interest rate on subsidiary debt was
approximately 7.00% at June 30, 1998.


         Mandatory reductions in principal under all agreements for indebtedness
for the four years and six months after June 30, 1999, based on amounts
outstanding at June 30, 1999, are as follows:

<TABLE>


<S>                                                               <C>
Six months ending December 31, 1999                               $      2,300
Year ending December 31, 2000                                            1,300
Year ending December 31, 2001                                              325
Year ending December 31, 2002                                              325
Year ending December 31, 2003                                            3,252

</TABLE>




                                      -11-
<PAGE>


         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 closing of the redemption of the Olympus partnership interests held
by FPL Group pursuant to the agreement announced January 28, 1999 will
constitute a change of control under the Company's Senior Notes. As a result,
the holders of the Senior Notes will have the right to require the Company to
purchase their Senior Notes at 101% of the aggregate principal amount thereof
plus accrued and unpaid interest. To the extent that holders require the Company
to repurchase their Senior Notes, the Company plans to use its existing credit
facilities and, if necessary, future financing sources to fund such purchases.

         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


                                      -12-
<PAGE>

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") ended FCC regulation
of cable programming service tier rates on March 31, 1999.

         Rates for basic 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 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. 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.

         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, and New
Jersey Bell Telephone Company has been granted permission to convert its video
dialtone authorization in Dover Township, New Jersey to an OVS authorization.

                                      -13-
<PAGE>

         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.

Year 2000 Issue

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

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

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

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

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

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

         The Company has completed its inventory and assessment of affected
computerized systems and technologies. The Company is in the final stages of its
year 2000 compliance program with respect to the remediation of the affected
systems and technologies.

         The Company has engaged a consulting firm familiar with its financial
reporting systems. This firm has developed and tested year 2000 solutions that
the Company is in the process of implementing. The Company has certified six of


                                      -14-
<PAGE>

eight financial systems as year 2000 compliant. The Company expects its
financial reporting systems to be fully year 2000 compliant by September 1999.

         A third-party billing vendor currently facilitates customer billing.
This third-party vendor has certified that it implemented and successfully
tested its own year 2000 solution in April 1999.

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

         Costs incurred to date directly related to addressing the year 2000
issue have been approximately $69. The Company has also redeployed internal
resources to meet the goals of its year 2000 program. The Company currently
estimates the total cost of its year 2000 remediation program to be
approximately $750. Although the Company will continue to incur substantial
capital expenditures in the ordinary course of meeting its telecommunications
system upgrade goals through the year 2000, it will not specifically accelerate
its expenditures to facilitate year 2000 readiness, and accordingly such
expenditures are not included in the above estimate.

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         No material  changes have occurred  during the six months ended
June 30, 1999 for interest rate swaps. Principal outstanding on variable rate
debt declined approximately $519 million and the fair market value of fixed rate
debt declined approximately $10 million during the six months ended June 30,
1999 compared to December 31, 1998.

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




                                      -15-
<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 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 June 30, 1999.

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



                                      -16-
<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:  ACP HOLDINGS, INC.
                                          Managing General Partner

Date:  August 16, 1999               By:  /s/ Timothy J. Rigas
                                          --------------------
                                              Timothy J. Rigas Executive Vice
                                     President, Treasurer, Principal Accounting
                                     Officer and Principal Financial Officer of
                                     ACP Holdings, Inc.


Date: August 16, 1999                OLYMPUS CAPITAL CORPORATION

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






                                      -17-
<PAGE>











                                INDEX TO EXHIBITS


Exhibit List:

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






                                      -18-
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