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, 1997

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934

         For the transition period from ______________ to _____________

                        Commission File Number: 333-19327

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

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

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

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

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

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

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

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

           Yes  __                             No  X

<PAGE>




<TABLE>
<CAPTION>

                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                                     INDEX




                                                                                                  Page Number
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<S>                                                                                                   <C>

       Consolidated Balance Sheets - December 31, 1996 and March 31, 1997..............................3

       Consolidated Statements of Operations - Three Months Ended March 31, 1996
        and 1997.......................................................................................4

       Consolidated Statements of Cash Flows - Three Months Ended March 31, 1996
        and 1997.......................................................................................5

       Notes to Interim Consolidated Financial Statements..............................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
        of Operations..................................................................................7


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


SIGNATURE..............................................................................................16
</TABLE>


                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>


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

                                                                           December 31,  March 31,
                                                                           ------------------------
                                                                               1996        1997
                                                                           ------------------------
ASSETS:
Cable systems, at cost, net of accumulated depreciation and amortization:
<S>                                                                         <C>          <C>
Property, plant and equipment                                               $ 225,775    $ 229,140
Intangible assets                                                             350,411      348,588
                                                                            ---------    ---------
Total                                                                         576,186      577,728

Cash and cash equivalents                                                      26,466       13,512
Subscriber receivables - net                                                   10,491        9,528
Prepaid expenses and other assets - net                                        27,078       26,624
                                                                            ---------    ---------
Total                                                                       $ 640,221    $ 627,392
                                                                            =========    =========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Notes payable to banks                                                      $ 309,000    $ 294,000
10 5/8% Senior Notes due 2006                                                 200,000      200,000
Other debt                                                                     63,713       65,573
Accounts payable                                                               15,122       15,240
Subscriber advance payments and deposits                                        5,426        6,119
Accrued interest and other liabilities                                         30,429       32,049
Accrued priority return on preferred limited
partner interests                                                              20,476       20,476
Due to affiliates - net                                                        39,667       41,324
Deferred income taxes                                                          40,587       40,528
                                                                            ---------    ---------
Total liabilities                                                             724,420      715,309

Commitments and contingencies (Note 4)

Partners' equity (deficiency):
Limited partners' interests                                                   407,669      427,325
General partners' equity (deficiency)                                        (491,868)    (515,242)
                                                                            ---------    ---------
Total partners' equity (deficiency)                                           (84,199)     (87,917)
                                                                            ---------    ---------
Total                                                                       $ 640,221    $ 627,392
                                                                            =========    =========


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




                                       3
<PAGE>



<TABLE>
<CAPTION>


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

                                                                      Three Months Ended
                                                                           March 31,
                                                                    --------------------
                                                                      1996        1997
                                                                    --------    --------

<S>                                                                 <C>         <C>
Revenues                                                            $ 39,088    $ 41,411
                                                                    --------    --------

Operating expenses:
Direct operating and programming                                      12,402      13,869
Selling, general and administrative                                    7,145       7,511
Depreciation and amortization                                          9,573       9,939
Management fees to Managing Affiliate                                  2,009       2,357
                                                                    --------    --------
Total                                                                 31,129      33,676
                                                                    --------    --------

Operating income                                                       7,959       7,735
                                                                    --------    --------

Other income (expense):
Interest expense                                                      (9,460)    (11,434)
Interest expense - affiliates                                         (1,650)     (1,650)
Other                                                                    122         (44)
                                                                    --------    --------
Total                                                                (10,988)    (13,128)
                                                                    --------    --------

Loss before income taxes                                              (3,029)     (5,393)
Income tax benefit                                                       610          75
                                                                    --------    --------

Net loss                                                              (2,419)     (5,318)

Priority return on preferred and senior limited partner interests    (17,222)    (18,006)
                                                                    --------    --------

Net loss of general and limited partners after priority return      $(19,641)   $(23,324)
                                                                    ========    ========

Net loss per general and limited partners'
unit after priority return                                          $ (1,964)   $ (2,332)
                                                                    ========    ========


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




                                       4
<PAGE>





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

                                                             Three Months
                                                            Ended March 31,
                                                         ---------------------
                                                            1996        1997
                                                         ---------   ---------
Cash flows from operating activities:
Net loss                                                 $ (2,419)   $ (5,318)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation                                                6,390       6,024
Amortization                                                3,183       3,915
Accretion of non-interest bearing note                      1,408       1,813
Deferred income taxes                                        (610)        (59)
Changes in operating assets and liabilities, 
 net of effects of acquisition:
Subscriber receivables                                         51         963
Prepaid expenses and other assets                          (1,507)     (1,637)
Accounts payable                                              375         118
Subscriber advance payments and deposits                       81         693
Accrued interest and other liabilities                     (1,141)      1,606
                                                         --------    --------
Net cash provided by operating activities                   5,811       8,118
                                                         --------    --------

Cash flows from investing activities:
Business acquisition, net of cash acquired                (38,775)       --
Expenditures for property, plant and equipment             (5,922)     (9,205)
                                                                     --------
Cash used for investing activities                        (44,697)     (9,205)
                                                         --------    --------

Cash flows from financing activities:
Proceeds from debt                                         95,500        --
Repayments of debt                                            (50)    (15,124)
Payments of priority returns                              (16,016)    (18,006)
Amounts advanced from affiliates                              470       1,657
Issuance of preferred limited partner interests            12,338      19,656
Capital distributions                                     (54,722)        (50)
                                                         --------    --------
Net cash provided by (used for) financing activities       37,520     (11,867)
                                                         --------    --------

Decrease in cash and cash equivalents                      (1,366)    (12,954)

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

Cash and cash equivalents, end of period                 $ 31,311    $ 13,512
                                                         ========    ========


             See notes to interim consolidated financial statements.




                                       5
<PAGE>



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


         The  accompanying  unaudited  interim  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 to present fairly the unaudited results of
operations  for the  three  months  ended  March 31,  1996 and  1997,  have been
included.  These interim  consolidated  financial  statements  should be read in
conjunction with Olympus' audited consolidated financial statements for the year
ended December 31, 1996 included in its Registration  Statement No. 333-19327 on
Form S-4  Amendment  No. 2 filed  April 30, 1997  ("Form  S-4").  The results of
operations  for the  three  months  ended  March  31,  1997 are not  necessarily
indicative of the results to be expected for the year ending December 31, 1997.

1.  The Registrants:

         Olympus  Communications,  L.P. is a joint venture  limited  partnership
formed under the laws of Delaware with 50% of the outstanding  voting  interests
held by ACP Holdings, Inc., a wholly-owned subsidiary of Adelphia Communications
Corporation and the managing  general  partner of Olympus.  The remaining 50% of
the voting interest is held by various  wholly-owned  subsidiaries of FPL Group,
Inc. Olympus' operations consist primarily of selling video programming which is
distributed  to  subscribers  in Florida  for a monthly fee through a network of
fiber optic and coaxial cables.

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

2. Income Taxes:

         Income tax benefit for the three  months  ended  March 31,  1997 was 
$75 which is  comprised  of a current tax benefit of $16 and a deferred tax 
benefit of  $59.

3. Supplemental Cash Flow Information:

         Cash  payments  for  interest  were  $9,815 and $7,147 for the three
months  ended  March 31,  1996 and 1997, respectively.

4.  Commitments and Contingencies:

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



                                       6
<PAGE>



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



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

Results of Operations

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations,  is forward-looking,  such as information relating to
the effects of future regulation,  future capital commitments and the effects of
competition.  Such  forward-looking  information  involves  important  risks and
uncertainties  that could  significantly  affect expected  results in the future
from those expressed in any forward-looking statements made by, or on behalf of,
the  Company.  These risks and  uncertainties  include,  but are not limited to,
uncertainties  relating to economic  conditions,  acquisitions and divestitures,
government and regulatory  policies,  the pricing and availability of equipment,
materials,  inventories and programming,  technological developments and changes
in the competitive environment in which the Company operates.

         Olympus  Communications,   L.P.  and  subsidiaries  ("Olympus"  or  the
"Company")  is a joint  venture  limited  partnership  formed  under the laws of
Delaware  with 50% of the  outstanding  voting  interests  held by ACP Holdings,
Inc.,  a  wholly-owned   subsidiary  of  Adelphia   Communications   Corporation
("Adelphia") and managing  general partner of Olympus.  The remaining 50% of the
voting interest is held by various wholly-owned subsidiaries of FPL Group, Inc.

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

         Olympus  earned  substantially  all of its revenues in the three months
ended March 31, 1996 and 1997 from monthly subscriber fees for basic, satellite,
premium and ancillary  services (such as installations  and equipment  rentals),
local and national advertising sales,  pay-per-view  programming,  home shopping
networks and electronic security monitoring services.

         The changes in Olympus'  operating  results for the quarter ended March
31,  1997  compared to the same period of the prior  year,  were  primarily  the
result  of  expanding  existing  cable  television  operations,  the  impact  of
subscriber  rate  increases  which  became  effective  June 1,  1996  and 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.




                                       7
<PAGE>




         The following tables set forth certain cable television system data for
the periods indicated.


                             March 31,       Percent
                       ------------------------------
                          1996      1997     Increase
                       ---------  ---------  -------

Homes Passed by Cable   631,602    650,742     3.0%

Basic Subscribers       403,901    416,760     3.2%



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


                                          Three Months Ended
                                               March 31,
                                         -------------------
                                            1996      1997
                                          -------   -------

Revenues                                   100.0%    100.0%

Operating expenses:
Direct operating and programming            31.7%     33.5%
Selling, general and administrative         18.3%     18.1%
Depreciation and amortization               24.5%     24.0%
Management fees to Managing Affiliate        5.1%      5.7%
                                            ----      ----

Operating income                            20.4%     18.7%
                                            ====      ====







         Revenues.  The primary  revenue  sources,  reflected as a percentage of
total  revenues,  for the three month periods ended March 31, 1996 and 1997 were
as follows:



                                                      1996      1997
                                                     ------    ------

Regulated service and equipment fees                   73%       74%

Premium programming fees                               14%       13%

Advertising sales and other services                   13%       13%


                                       8
<PAGE>


         Total revenues increased  approximately 5.9% for the three month period
ended March 31, 1997 compared with the same period of the prior year,  primarily
due  to  basic  subscriber   growth,  the  positive  impact  of  rate  increases
implemented in June 1996 and increases in advertising  sales and other services,
partially offset by price reductions on certain services and a decrease in 
premium programming fees. Advertising revenue, which has historically  
experienced double digit annual growth, was flat for the three month  period 
ended March 31, 1997  compared  with the same period of the prior year due to 
technical  difficulties  related to  advertising  spots.  Such technical  
difficulties  have been resolved and the Company expects  advertising revenue 
growth to return to historical levels during the year ended December 31, 1997.
However,  the category of advertising  sales and other services grew as a
result of an increase in electronic security monitoring service fees.

         The increase in revenues was attributable to the following:



Rate increases                                       43%

Basic subscriber growth                              40%

Premium programming fees                            (15%)

Advertising sales and other services                 32%


         Direct  Operating  and  Programming  Expenses.   Direct  operating  and
programming  expenses,  which are mainly basic and premium programming costs and
technical  expenses,  increased 11.8% for the three month period ended March 31,
1997  compared  with the same  period of the prior  year.  Such  increases  were
primarily  due to increased  basic and premium  programming  costs and technical
costs associated with providing electronic security monitoring services. Because
of regulatory  limitations  on the timing and extent to which cost increases may
be passed on to customers,  operating and programming  expenses during the three
month  period  ended March 31,  1997 have  increased  faster than  corresponding
revenue increases.  As a result of recent FCC regulatory  rulemaking  decisions,
the Company has  implemented a systematic  program of rate  increases to reverse
this trend.  Consistent with such a program, the Company increased rates in most
markets, in accordance with FCC guidelines, effective June 1, 1996.

         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 5.1% for the
three month  period  ended March 31, 1997  compared  with the same period of the
prior year. This increase was primarily due to incremental costs associated with
subscriber growth and the expansion of other non-cable revenues.

         EBITDA.  Earnings before interest expense,  income taxes,  depreciation
and amortization, management fees and other noncash charges ("EBITDA") increased
2.5% for the three month  period  ended March 31,  1997  compared  with the same
period of the prior year.  This  increase was  primarily  attributable  to basic
subscriber  growth and an increase in subscriber  rates,  partially offset by an
increase in programming,  general and administrative  expenses. The increase was
partially offset by increased  advertising  expenses while advertising  revenues
remained flat. EBITDA and similar measurements of cash flow are commonly used in
the cable television industry to analyze and compare cable television  companies
on the basis of operating performance,  leverage and liquidity.  While EBITDA is
not an alternative  indicator of operating performance to operating income or an
alternative to cash flows from  operating  activities as a measure of liquidity,
as defined by generally accepted  accounting  principles,  and, while EBITDA may

                                       9
<PAGE>

not be comparable to other  similarly  titled measures of other  companies,  the
Company's  management  believes EBITDA is a meaningful measure of performance as
substantially  all of  the  Company's  financing  agreements  contain  financial
covenants based on EBITDA.

         Depreciation and Amortization. Depreciation and amortization was higher
for the three month period ended March 31, 1997  compared  with the same quarter
of the prior year primarily due to increased  amortization  related to the costs
associated with the Company's financing activities.

         Management  Fees to  Managing  Affiliate.  Pursuant to the terms of the
Company's  Partnership  Agreement,  the Company pays to Adelphia, on a quarterly
basis,  an amount  representing  an  allocation  of the  corporate  overhead  of
Adelphia and its subsidiaries with respect to the Company for such period, which
allocation is based upon the ratio of the  Company's  cable  subscribers  to the
total cable subscribers owned or managed by Adelphia.  Management fees increased
as a  percentage  of revenues for the three month period ended March 31, 1997 as
compared  with the same period of the prior  year,  primarily  due to  allocated
corporate  costs included in management  fees  increasing  proportionately  at a
higher rate than revenues.

         Interest Expense.  Interest expense increased 20.9% for the three month
period ended March 31, 1997 compared with the same period of the prior year. The
increase in  interest  expense  was  attributable  to an increase in the average
interest rate on outstanding debt due to the issuance of $200 million of 10 5/8%
Senior Notes on November 12, 1996 and an increase in the average  amount of debt
outstanding  during the three month period  ending March 31, 1997  compared with
the same period of the year.

         Net Loss. The Company  reported net losses of $2,419 and $5,318 for the
quarters ended March 31, 1996 and 1997,  respectively.  The increase in net loss
for the three  months  ended March 31, 1997 was due  primarily to an increase in
interest  expense,  a decrease in operating  income and a decrease in income tax
benefit.

Liquidity and Capital Resources

         The cable  television  business  is  capital  intensive  and  typically
requires continual financing for the construction,  modernization,  maintenance,
expansion,  and  acquisition  of cable  systems.  The Company  historically  has
committed  significant capital resources for these purposes.  These expenditures
were funded through long-term borrowings and, to a lesser extent,  advances from
affiliates and internally  generated  funds.  The Company's  ability to generate
cash to meet its future needs will depend generally on its results of operations
and the continued availability of external financing.

         In most of its  upgrades,  the Company will utilize a Modified  Passive
Network Architecture ("MPNA") which utilizes fiber optic cable as an alternative
to the coaxial cable that historically has been used to distribute cable signals
to the subscriber's  home. The MPNA design deploys on average one fiber node for
every two miles of fiber optic cable or  approximately  one fiber node for every
180 homes passed.  The Company  believes this  compares  favorably  with current
industry averages.  This deep penetration of fiber optic cable into the Systems'
networks has the  advantages of providing  increased  reliability  to customers,
improved  bandwidth,   and  easier  implementation  of  the  return  path  plant
capabilities.  Management  believes  this will  position  the  Company  to offer
additional  video  programming  services,  to  utilize  the  expanded  bandwidth
potential  of  digital  compression  technology  and  to  meet  the  anticipated
transmission  requirements for high-definition  television,  digital television,
high-speed data and telephone services.

                                       10
<PAGE>

         Capital  expenditures  for the three  months  ended  March 31, 1996 and
1997,  were  $5,922  and  $9,205,   respectively.   Management  expects  capital
expenditures  for the remaining  three quarters of the year ending  December 31,
1997 to be approximately $30 million to $34 million due to the further expansion
of cable plant rebuilds.

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

         On November  12,  1996,  Olympus  issued $200 million of 10 5/8% Senior
Notes in a private placement. These notes are unsecured and are due November 15,
2006. Most of Olympus' directly-owned  subsidiaries have their own senior credit
arrangements  with  banks.  Typically,  borrowings  under these  agreements  are
collateralized  by the assets of the borrowing  subsidiary and its  subsidiaries
and, in some cases, are guaranteed by such subsidiary's subsidiaries. The public
indenture and subsidiary  credit  agreements of the Company and its subsidiaries
contain certain provisions which, among other things, provide for limitations on
borrowings of and investments by the borrowing subsidiaries and affiliates,  and
the  payment of  distributions  and fees by the  borrowing  subsidiaries.  These
agreements  also  require the  maintenance  of certain  financial  ratios by the
borrowing  subsidiaries.  The  Company  believes  it is in  compliance  with the
financial  covenants and related financial ratio  requirements  contained in its
various  credit  agreements,  based on operating  results for the quarters ended
March 31,  1996 and 1997.  On January 5, 1996,  Leadership  Acquisition  Limited
Partnership,  a wholly-owned subsidiary of the Company,  delivered a $70 million
secured  non-interest  bearing discount note due December 30, 1997 in connection
with  the  purchase  of  cable  systems  in  southeast  Florida  from  Fairbanks
Communications,  Inc.  The accreted  value of such note was $63.8  million as of
March 31, 1997.

         At March 31, 1997,  the Company's  total  outstanding  debt  aggregated
approximately  $560,000 which included  $264,000 of parent debt, and $296,000 of
subsidiary  debt.  In addition,  the Company had an aggregate of $13,512 in cash
and cash  equivalents,  and $205,500 in unused credit lines with banks, which 
includes $24,500 also available to Adelphia and other affililiates, part of
which is subject to achieving certain levels of operating performance.

         At March 31, 1997,  the Company's  unused credit lines were provided by
reducing revolving credit facilities whose revolver periods expire September 30,
2004. The Company's weighted average interest rate on notes payable to banks was
approximately  6.76% at March 31, 1996  compared to 7.19% at March 31, 1997.  At
March 31, 1997,  approximately  39.1% of such debt was subject to fixed interest
rates for at least one year under the terms of such debt or applicable  interest
rate swap agreements.




                                       11
<PAGE>




         Mandatory reductions in principal under all agreements for indebtedness
for the four  years and nine  months  after  March  31,  1997  based on  amounts
outstanding at March 31, 1997 are as follows:


                     Nine months ended December 31, 1997             $ 63,820
                     Year ended December 31, 1998                          --
                     Year ended December 31, 1999                          --
                     Year ended December 31, 2000                      23,250
                     Year ended December 31, 2001                      80,750


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

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

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

Regulatory and Competitive Matters

         The  cable  television  operations  of the  Company  may  be  adversely
affected by changes and  developments  in governmental  regulation,  competitive
forces and technology. The cable television industry and the Company are subject
to extensive  regulation at the federal,  state and local levels. The 1992 Cable
Act significantly  expanded the scope of regulation of certain  subscriber rates
and a number of other matters in the cable industry,  such as mandatory carriage
of local  broadcast  stations and  retransmission  consent,  and  increased  the
administrative  costs of complying  with such  regulations.  The FCC has adopted
rate regulations that establish,  on a system-by-system basis, maximum allowable
rates for (i)  basic and cable  programming  services  (other  than  programming
offered  on  a  per-channel  or  per-program  basis),  based  upon  a  benchmark

                                       12
<PAGE>

methodology,  and (ii) associated equipment and installation services based upon
cost plus a reasonable profit. Under the FCC rules,  franchising authorities are
authorized to regulate  rates for basic  services and  associated  equipment and
installation  services,  and the FCC will  regulate  rates for  regulated  cable
programming  services  in  response to  complaints  filed with the  agency.  The
Telecommunications  Act of 1996 (the "1996  Act") ends FCC  regulation  of cable
programming service tier rates on March 31, 1999.

     Rates for  basic  and cable  programming  services  are set  pursuant  to a
benchmark  formula.   Alternatively,  a  cable  operator  may  elect  to  use  a
cost-of-service  methodology to show that rates for basic and cable  programming
services are  reasonable.  Refunds with  interest will be required to be paid by
cable operators who are required to reduce regulated rates. The FCC has reserved
the right to reduce or increase  the  benchmarks  it has  established.  The rate
regulations  also limit  increases  in regulated  rates to an inflation  indexed
amount plus  increases in certain  costs such as taxes,  franchise  fees,  costs
associated with specific franchise requirements and increased programming costs.
Cost-based  adjustments  to these  capped  rates can also be made in the event a
cable  operator  adds or deletes  channels  or  completes a  significant  system
rebuild or upgrade.  On November 10, 1994, the FCC adopted an alternative method
for adjusting the rates charged for a cable  programming  services tier when new
services are added.  This has allowed  cable  operators to increase  rates by as
much as $1.40 plus programming  costs,  over a three year period ending December
31, 1997 to reflect the addition of up to seven new channels of service on cable
programming  service tiers. In addition,  a new programming tier can be created,
the rate for which would not be regulated as long as certain conditions are met,
such as not moving  services from existing tiers to the new one.  Because of the
limitation on rate increases for regulated services,  future revenue growth from
cable services will rely to a much greater extent than has been true in the past
on increased  revenues from  unregulated  services and new subscribers than from
increases in previously unregulated rates.

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

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

     A letter of inquiry was received by Olympus regarding the implementation of
this new method of offering services.  Olympus responded in writing to the FCC's
inquiry.  On November 18, 1994,  the Cable  Services  Bureau of the FCC issued a
decision  holding  that the  "CableSelect"  program  was an  evasion of the rate
regulations  and ordered  this package to be treated as a regulated  tier.  This
decision,  and all other letters of inquiry decisions,  were principally decided

                                       13
<PAGE>

on the number of programming services moved from regulated tiers to "a la carte"
packages.  Olympus  appealed this decision to the full Commission which affirmed
the Cable Service Bureau's decision.  Olympus has sought  reconsideration of the
decision. On November 18, 1994, the FCC released amended rules under which, on a
prospective basis, any "a la carte" package will be treated as a regulated tier,
except for packages  involving premium  services.  An appeal of this decision to
the U.S. Court of Appeals for the D.C. Circuit was unsuccessful. On May 1, 1997,
however,  the FCC  issued  an  Order  approving  a  nationwide  rate  settlement
agreement between the FCC and Adelphia,  which encompasses  Olympus'  operations
and resolves issues related to Olympus' alleged evasion of rate regulations. The
Order resulted in no significant  cost to Olympus.  The Order also provides that
Olympus  withdraws its petition for  reconsideration  of the FCC's affirmance of
the Cable Service Bureau's above-mentioned November 18, 1994 decision. The Order
itself may be subject to  petitions  to  reconsideration,  which  members of the
public must file no later than June 4, 1997. As of this time, no such  petitions
have been filed.  No assurance can be given as to what other future actions 
Congress, the FCC or other regulatory authorities may take or the effects 
thereof on Olympus.  Olympus is currently unable to predict the effect that the 
amended regulations or other future FCC rulemaking proceedings will have on its 
business and results of operations in future periods.

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

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

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

     Direct  broadcast  satellite  ("DBS") service became available to consumers
during  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.  The extent
to which DBS will be competitive with cable systems will depend on the continued
availability of reception  equipment and programming at reasonable prices to the
consumer.

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



                                       14
<PAGE>




                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES





Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None


Item 5.  Other Information

         None


Item  6. Exhibits and Reports on Form 8-K

  (a) Exhibits:

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

  (b)   Reports on Form 8-K:

      The Company did not file any reports on Form 8-K during the quarter ended
        March 31, 1997.

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



                                       15
<PAGE>




                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES




                                    SIGNATURE

     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:  June 19, 1997                     By:  /s/ Timothy J. Rigas
                                           -------------------------
                                           Timothy J. Rigas
                                           Executive Vice President, 
                                           Treasurer and Principal Financial
                                           Officer of ACP Holdings, Inc.



Date:  June 19, 1997                     OLYMPUS CAPITAL CORPORATION

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




                                       16
<PAGE>

Exhibit Index


Exhibit No.      Description

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