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, 1998

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

                        Commission File Number: 333-19327

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

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

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

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

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

                              Main at Water Street
                                Coudersport, PA   16915-1141
                             (Address of principal (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>
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                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                                                                                    INDEX




                                                                                                  Page Number
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<S>                                                                                                <C>
       Condensed Consolidated Balance Sheets - December 31, 1997 and June 30, 1998.....................3

       Condensed Consolidated Statements of Operations - Three and Six Months Ended
        June 30, 1997 and 1998.........................................................................4

       Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30,
        1997 and 1998..................................................................................5

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk...................................14

PART II - OTHER INFORMATION

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

Item 2.  Changes in Securities and Use of Proceeds....................................................15

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

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

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

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


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


<PAGE>




                         PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements


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

                                                December 31,     June 30,
                                                     1997          1998
                                                ------------   ------------

ASSETS:
Cable systems, at cost, net of accumulated 
depreciation and amortization:
Property, plant and equipment                       $265,783       $280,789
Intangible assets                                    417,559        403,339
                                                 -----------    -----------
Total                                                683,342        684,128

Cash and cash equivalents                              3,554          7,214
Subscriber receivables - net                          12,577         12,562
Prepaid expenses and other assets - net               29,479         28,533
                                                 -----------    -----------
Total                                               $728,952       $732,437
                                                 ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Subsidiary debt                                     $427,000       $470,000
Parent debt                                          200,000        200,000
Other debt                                            46,804          4,589
Accounts payable                                      15,947         19,059
Subscriber advance payments and deposits               7,907          8,157
Accrued interest and other liabilities                25,265         24,104
Accrued priority return on preferred limited
partner interests                                     22,241         27,305
Due to affiliates - net                               55,169         61,298
Deferred income taxes                                 40,836         40,864
                                                 -----------    -----------
Total liabilities                                    841,169        855,376
                                                 -----------    -----------

Commitments and contingencies (Note 5)

Partners' equity (deficiency):
Limited partners' interests                          488,398        529,348
General partners' equity (deficiency)               (600,615)      (652,287)
                                                 -----------    -----------
Total partners' equity (deficiency)                 (112,217)      (122,939)
                                                 -----------    -----------
Total                                               $728,952       $732,437
                                                 ===========    ===========


            See notes to condensed consolidated financial statements.



<PAGE>


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

                                                   Three Months Ended         Six Months Ended
                                                        June 30,                  June 30,
                                                ------------------------  ------------------------
                                                    1997         1998         1997         1998
                                                -----------  -----------  -----------  -----------

<S>                                             <C>          <C>          <C>         <C>
Revenues                                            $42,173      $51,198      $83,584     $102,116
                                                -----------  -----------  -----------  -----------

Operating expenses:
Direct operating and programming                     13,912       17,663       27,781       34,948
Selling, general and administrative                   7,545        8,827       15,056       17,870
Depreciation and amortization                         9,982       11,998       19,921       24,248
Management fees to managing affiliate                 2,390        2,888        4,747        5,586
                                                -----------  -----------  -----------  -----------
Total                                                33,829       41,376       67,505       82,652
                                                -----------  -----------  -----------  -----------

Operating income                                      8,344        9,822       16,079       19,464
                                                -----------  -----------  -----------  -----------

Other income (expense):
Interest expense                                    (11,538)     (13,002)     (22,972)     (26,027)
Interest expense - affiliates                        (1,650)      (1,650)      (3,300)      (3,300)
Other                                                   181          613          137          983
                                                -----------  -----------  -----------  -----------
Total                                               (13,007)     (14,039)     (26,135)     (28,344)
                                                -----------  -----------  -----------  -----------

Loss before income taxes                             (4,663)      (4,217)     (10,056)      (8,880)
Income tax benefit (expense)                             50          (28)         125          (28)
                                                -----------  -----------  -----------  -----------

Net loss                                             (4,613)      (4,245)      (9,931)      (8,908)

Priority return on preferred and senior
limited partner interests                           (18,473)     (21,923)     (36,479)     (42,715)
                                                -----------  -----------  -----------  -----------

Net loss of general and limited partners
after priority return                              $(23,086)    $(26,168)    $(46,410)    $(51,623)
                                                ===========  ===========  ===========  ===========

Net loss per general and limited partners'
unit after priority return                          $(2,309)     $(2,617)     $(4,641)     $(5,162)
                                                ===========  ===========  ===========  ===========

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



<PAGE>





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

                                                              Six Months Ended
                                                                  June 30,
                                                            --------------------
                                                              1997        1998
                                                            --------    --------
Cash flows from operating activities:
Net loss                                                    $(9,931)    $(8,908)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation                                                 11,988      13,675
Amortization                                                  7,933      10,573
Accretion of non-interest bearing note                        3,744        --
Deferred income taxes                                          (109)         28
Changes in operating assets and liabilities, net of 
effects of acquisitions:
Subscriber receivables                                          673          15
Prepaid expenses and other assets                             1,285      (2,825)
Accounts payable                                             (1,467)      3,112
Subscriber advance payments and deposits                        887         250
Accrued interest and other liabilities                       (4,058)     (1,248)
                                                         ----------  ----------
Net cash provided by operating activities                    10,945      14,672
                                                         ----------  ----------

Cash flows from investing activities:
Business acquisitions                                       (11,963)     (2,055)
Proceeds from sale of assets                                   --        10,469
Expenditures for property, plant and equipment              (17,215)    (28,417)
                                                         ----------  ----------
Net cash used for investing activities                      (29,178)    (20,003)
                                                         ----------  ----------

Cash flows from financing activities:
Proceeds from debt                                           15,000      43,000
Repayments of debt                                          (15,266)    (43,388)
Payments of priority returns                                (36,479)    (37,650)
Amounts advanced from affiliates                              2,185       6,129
Issuance of preferred limited partner interests              39,778      40,950
Capital distributions                                           (50)        (50)
                                                         ----------  ----------
Net cash provided by financing activities                     5,168       8,991
                                                         ----------  ----------

(Decrease) increase in cash and cash equivalents            (13,065)      3,660

Cash and cash equivalents, beginning of period               26,466       3,554
                                                         ----------  ----------

Cash and cash equivalents, end of period                    $13,401      $7,214
                                                         ==========  ==========


            See notes to condensed consolidated financial statements.




<PAGE>


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


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

         In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary for a fair presentation of the financial
position of Olympus at June 30, 1998, and the results of operations for the
three and six months ended June 30, 1997 and 1998, 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, 1997 ("Annual Report"). The results of
operations for the six months ended June 30, 1998 are not necessarily indicative
of the results to be expected for the year ending December 31, 1998.

1.  The Registrants:

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

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

2. Significant Events Subsequent to the Annual Report:

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

         On July 15, 1998, Olympus acquired the cable television operations of
Cable TV Fund 12-A, Ltd. This system was acquired for $110,000 and serves
approximately 46,000 subscribers located in and around Fort Myers, Florida. The
acquisition will be accounted for using the purchase method. Accordingly, the
financial results of the acquired system will be included in the consolidated
results of Olympus effective from the date acquired.

         Olympus has entered into a definitive agreement for the purchase of
cable television systems from Time Warner. These systems will be acquired for
$33,400 and serve approximately 20,000 subscribers in communities around Lake
Okeechobee, Florida. The acquisition, which will be accounted for under the
purchase method of accounting, is expected to close during 1998.

 3.    Income Taxes:

         Income tax expense for both the three and six month  periods  ended 
June 30, 1998 was $28, which is comprised entirely of a deferred tax expense.

<PAGE>

4.   Supplemental Financial Information:

         Cash payments for interest were $23,438 and $28,505 for the six months
ended June 30, 1997 and 1998, respectively. Accumulated depreciation of
property, plant and equipment amounted to $142,797 and $156,618 at December 31,
1997 and June 30, 1998, respectively. Accumulated amortization of intangible
assets amounted to $125,178 and $134,282 at December 31, 1997 and June 30, 1998,
respectively.

5.  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.

6.   Recent Accounting Pronouncements

         Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," issued by the Financial Accounting Standards
Board in June 1997 is effective for the interim period ended June 30, 1998, with
reclassification of comparative financial statements. SFAS No. 130 defines
comprehensive income and outlines certain reporting and disclosure requirements
related to comprehensive income. Olympus has no items of other comprehensive
income for either the six months ended June 30, 1997 or 1998. SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", has been issued
and is effective for fiscal quarters beginning after June 15, 1999. SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. Management of the Company has not evaluated the
impact of SFAS 133.


<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, product acceptance, 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 (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 six months
ended June 30, 1997 and 1998 from monthly subscriber fees for basic, satellite,
premium and ancillary services (such as installations and equipment rentals),
local and national advertising sales, pay-per-view programming, high-speed data
services, home shopping networks and electronic security monitoring services.

         The changes in Olympus' operating results for the quarter ended June
30, 1998, compared to the same period of the prior year, were primarily the
result of acquisitions, expanding existing cable television operations, growth
in advertising revenues, the impact of subscriber rate increases which became
effective June 1, 1997 and 1998, and vendor price increases for the Company's
programming.

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



<PAGE>



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


                                   June 30,
                             --------------------     Percent
                                1997       1998       Increase
                             ---------   --------     --------

Homes Passed by Cable          670,712    752,012       12.1%

Basic Subscribers              427,441    493,258       15.4%



          Exclusive of acquisitions, basic subscribers grew 3.6% during the
twelve months ended June 30, 1998.

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


                                         Three months ended    Six months ended
                                               June 30,             June 30,
                                         -------------------  ------------------
                                            1997      1998       1997      1998
                                          -------   -------    -------   -------

Revenues                                   100.0%    100.0%     100.0%    100.0%

Operating expenses:
Direct operating and programming            33.0%     34.5%      33.2%     34.2%
Selling, general and administrative         17.9%     17.2%      18.0%     17.5%
Depreciation and amortization               23.6%     23.4%      23.9%     23.7%
Management fees to managing affiliate        5.7%      5.6%       5.7%      5.5%
                                           ------    ------     ------    ------

Operating income                            19.8%     19.3%      19.2%     19.1%
                                           ======    ======     ======    ======




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


                                      Three months ended  Six months ended
                                            June 30,          June 30,
                                      ------------------------------------
                                         1997      1998    1997     1998
                                       -------   -------  ------   ------

Regulated service and equipment fees      74%      73%      74%      73%
Premium programming services              13%      11%      13%      11%
Advertising sales and other services      13%      16%      13%      16%



<PAGE>


         Total revenues increased approximately 21.4% and 22.2% for the three
and six month periods ended June 30, 1998, respectively, compared with the same
periods of the prior year, primarily due to acquisitions, basic subscriber
growth, growth in advertising revenues and the impact of rate increases,
partially offset by price reductions on certain services and a decrease in
premium programming services.

         The increase in revenues was attributable to the following:


                                       Three Months    Six Months
                                          Ended          Ended
                                      June 30, 1998  June 30, 1998
                                      -------------  -------------
Acquisitions                                68%           68%
Basic subscriber growth                     17%           16%
Rate increases                               6%            8%
Premium programming fees                    (9%)          (7%)
Advertising sales and other services        18%           15%



         Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 27.0% and 25.8% for the three and six month
periods ended June 30, 1998, respectively, 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 17.0% and
18.7% for the three and six month periods ended June 30, 1998, respectively,
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, 1998 compared with the same
periods 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 with respect to the Company for such period, which
allocation is based upon the ratio of the Company's cable subscribers to the
total cable subscribers owned or managed by Adelphia. Management fees decreased
as a percentage of revenues for the three and six month periods ended June 30,
1998 as compared with the same periods of the prior year, primarily due to
revenues increasing proportionately at a higher rate than allocated corporate
costs included in management fees.

         Interest Expense. Interest expense increased 12.7% and 13.3% for the
three and six month periods ended June 30, 1998, respectively, compared with the
same periods of the prior year. The increase in interest expense was primarily
attributable to an increase in the average amount of debt outstanding due to an
acquisition during the three month period ended December 31, 1997.

<PAGE>

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.

         The Company's network architecture is designed to increase channel
capacity and minimize future capital expenditures, while positioning the Company
to take advantage of future opportunities. Capital expenditures for the six
month periods ended June 30, 1997 and 1998 were $17,215 and $28,417,
respectively. The Company expects capital expenditures for the remaining six
months of the year ending December 31, 1998 to range from $25,000 to $30,000.

         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, 1998, the Company's total outstanding debt aggregated
approximately $675,000, which included $202,000 of parent debt, and $473,000 of
subsidiary debt. In addition, the Company had an aggregate of $7,214 in cash and
cash equivalents, and $71,500 in unused credit lines with banks, which includes
$750 also available to affiliates, part of which is subject to achieving certain
levels of operating performance.

         At June 30, 1998, the Company's unused credit lines were provided by
reducing revolving credit facilities whose revolver periods expire through
December 31, 2003. The Company's weighted average interest rate on subsidiary
debt was approximately 6.80% at June 30, 1997 compared to 7.00% at June 30,
1998. At June 30, 1998, approximately 24.5% 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.

         Mandatory reductions in principal under all agreements for indebtedness
for the four years and six months after June 30, 1998, based on amounts
outstanding at June 30, 1998, are as follows:

Six months ending December 31, 1998              $  2,000
Year ending December 31, 1999                      14,750
Year ending December 31, 2000                      66,500
Year ending December 31, 2001                      95,500
Year ending December 31, 2002                     163,250

         Reference is made to Note 2 of the condensed consolidated financial
statements for discussion of significant events and financings subsequent to
December 31, 1997, which is incorporated by reference herein.

         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

<PAGE>

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

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

         Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable companies or their assets, and other partnering and
investment transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or that additional competition from this industry consolidation will
not have an adverse effect on the Company.

Regulatory and Competitive Matters

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

         Rates for basic and cable programming services are set pursuant to a
benchmark formula. Alternatively, a cable operator may elect to use a
cost-of-service methodology to show that rates for basic and cable programming
services are reasonable. Refunds with interest will be required to be paid by
cable operators who are required to reduce regulated rates. The FCC has reserved
the right to reduce or increase the benchmarks it has established. The rate
regulations also limit increases in regulated rates to an inflation indexed
amount plus increases in certain costs such as taxes, franchise fees, costs

<PAGE>

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 legislative or 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 the Company.

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

         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. Although the impact to date has not been
material, any future impact of DBS competition on the Company's future results
is not known or estimable.

Year 2000 Issues

         The year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in

<PAGE>

a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

         The Company has recently completed the planning stage of a project that
addresses the year 2000 data processing issues relating to modifications of its
mainframe computer applications. Internal and external resources are being used
to make the required modifications and perform the necessary tests, all of which
is expected to be completed by June 1999. The financial impact of these
modifications is not expected to be significant to Olympus' financial
statements.

         In addition, the Company has begun communicating with others with whom
it does significant business to determine their year 2000 compliance readiness
and the extent to which the Company is vulnerable to any third party year 2000
issues. However, there can be no guarantee that the systems of other companies
on which the Company's systems rely will be timely converted, or that a failure
to convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         Not applicable

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


<PAGE>




                           PART II - Other Information

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         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, 1998.

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

<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 14, 1998                            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 14, 1998                            OLYMPUS CAPITAL CORPORATION

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




<PAGE>









                                INDEX TO EXHIBITS


Exhibit List:

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