UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2001

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

                        Commission File Number: 333-19327

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

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

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

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

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

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

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

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

                           Yes X         No __


* Olympus Communications, L.P. and Olympus Capital Corporation meet the
conditions set forth in General Instruction H (1)(a) and (b) to the Form 10-Q
and are therefore filing with the reduced disclosure format.



<PAGE>


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                  OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
                                                                                                              Page
<S>                                                                                                          <C>
Item 1.  Financial Statements                                                                                   3

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

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                                                      13

SIGNATURES                                                                                                     14
</TABLE>


SAFE HARBOR STATEMENT

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Quarterly Report on 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, Olympus Communications, L.P. ("Olympus"
and, collectively with its subsidiaries, the "Company"). These "forward looking
statements" can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," "intends" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology or by
discussions of strategy that involve risks or uncertainties. These risks and
uncertainties include, but are not limited to, uncertainties relating to general
business and economic conditions, acquisitions and divestitures, risks
associated with the Company's growth and financings, the availability and cost
of capital, government and regulatory policies, the pricing and availability of
equipment, materials, inventories and programming, product acceptance, the
Company's ability to execute on its various business plans and to construct,
expand and upgrade its networks, risks associated with reliance on the
performance and financial condition of vendors and customers, technological
developments, and changes in the competitive environment in which the Company
operates. Readers are cautioned that such forward-looking statements are only
predictions, that no assurance can be given that any particular future results
will be achieved, and that actual events or results may differ materially. For
further information regarding those risks and uncertainties and their potential
impact on the Company, see the prospectus filed under Registration Statement No.
333-64224 of Adelphia Communications Corporation, under the heading "Risk
Factors." In evaluating such statements, readers should specifically consider
the various factors which could cause actual events or results to differ
materially from those indicated by such forward-looking statements.



<PAGE>


ITEM 1.  Financial Statements
<TABLE>
<CAPTION>

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

                                                                                  December 31,        June 30,
                                                                                      2000              2001
                                                                                ----------------  -----------------

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

<S>                                                                             <C>               <C>
     Property, plant and equipment                                              $      502,205    $       570,608
     Intangible assets                                                                 637,177            684,418
                                                                                ----------------  -----------------
          Total cable systems                                                        1,139,382          1,255,026

Cash and cash equivalents                                                                5,773              3,175
Subscriber receivables - net                                                            16,747             19,032
Prepaid expenses and other assets - net                                                 26,927             22,997
                                                                                ----------------  -----------------
          Total                                                                 $    1,188,829    $     1,300,230
                                                                                ================  =================

LIABILITIES AND PARTNERS' EQUITY
Subsidiary debt                                                                 $      245,750    $       231,750
Parent debt                                                                            203,020            202,761
Other debt                                                                             115,593            117,098
Accounts payable                                                                        54,965             28,485
Subscriber advance payments and deposits                                                 7,080              9,660
Accrued interest and other liabilities                                                  38,828             41,072
Due to affiliates - net                                                                 15,778             96,882
Deferred income taxes                                                                   36,478             35,750
                                                                                ----------------  -----------------
          Total liabilities                                                            717,492            763,458
                                                                                ----------------  -----------------

Commitments and contingencies (Note 5)

Partners' equity:
  Limited partners' interests                                                          407,813            407,813
  General partners' equity                                                              63,524            128,959
                                                                                ----------------  -----------------
          Total partners' equity                                                       471,337            536,772
                                                                                ----------------  -----------------
          Total                                                                 $    1,188,829    $     1,300,230
                                                                                ================  =================






                    See the accompanying notes to condensed consolidated financial statements.

</TABLE>

<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,
                                                       ---------------------------------- ---------------------------------
                                                              2000             2001             2000              2001
                                                       ---------------- ----------------- ----------------  ---------------

<S>                                                    <C>              <C>               <C>             <C>
Revenues                                               $        62,986  $        76,456   $      125,852  $       148,963
                                                       ---------------  ---------------   --------------  ---------------

Operating expenses:
  Direct operating and programming                              24,500           24,009           47,655           50,045
  Selling, general and administrative                           11,831           14,189           24,280           27,632
  Depreciation and amortization                                 19,469           22,061           38,877           44,770
  Management fees to managing affiliate                          5,337            6,646           10,020           11,813
                                                       ---------------  ---------------   --------------  ---------------
          Total                                                 61,137           66,905          120,832          134,260
                                                       ---------------  ---------------   --------------  ---------------

Operating income                                                 1,849            9,551            5,020           14,703
                                                       ---------------  ---------------   --------------  ---------------

Other:
  Interest expense                                             (13,014)         (10,173)         (26,089)         (23,014)
  Interest expense - affiliates                                   (509)            (287)            (822)            (629)
  Gain on cable systems swap                                        --               --               --           73,009
  Other                                                            666              757               58              653
                                                       ---------------  ---------------   --------------  ---------------
          Total                                                (12,857)          (9,703)         (26,853)          50,019
                                                       ---------------  ---------------   --------------  ---------------

(Loss) income before income taxes                              (11,008)            (152)         (21,833)          64,722
Income tax benefit                                                 895            1,053            1,880              713
                                                       ---------------  ---------------   --------------  ---------------


Net (loss) income                                      $       (10,113) $           901   $      (19,953) $        65,435
                                                       ===============  ===============   ==============  ===============









                        See the accompanying notes to condensed consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                         Six Months Ended
                                                                                              June 30,
                                                                                 ----------------------------------
                                                                                        2000             2001
                                                                                 ----------------- ----------------
Cash flows from operating activities:
<S>                                                                               <C>              <C>
  Net (loss) income                                                               $      (19,953)  $       65,435
    Adjustments to reconcile net (loss) income to net cash provided by operating
      activities:
        Depreciation and amortization                                                     38,877           44,770
        Non-cash interest..                                                                1,250            4,703
        Deferred income taxes                                                             (1,881)            (728)
        Gain on cable system swap                                                             --          (73,009)
        Changes in operating assets and liabilities, net of effects of
          acquisitions and cable systems swap:
           Subscriber receivables                                                            897           (2,347)
           Prepaid expenses and other assets                                              (6,117)             830
           Accounts payable                                                                1,137          (26,855)
           Subscriber advance payments and deposits                                        1,917            2,999
           Accrued interest and other liabilities                                          2,359           (1,220)
                                                                                  --------------   --------------
Net cash provided by operating activities                                                 18,486           14,578
                                                                                  --------------   --------------

Cash flows from investing activities:
  Acquisitions                                                                            (1,312)          (2,420)
  Capital expenditures                                                                   (64,292)         (80,463)
                                                                                  --------------   --------------
Cash used for investing activities                                                       (65,604)         (82,883)
                                                                                  --------------   --------------

Cash flows from financing activities:
  Proceeds from debt                                                                          --           45,000
  Repayments of debt                                                                     (64,833)         (59,784)
  Amounts advanced from affiliates                                                       113,590           80,491
  Capital distributions                                                                      (25)              --
                                                                                  --------------   --------------
Net cash provided by financing activities                                                 48,732           65,707
                                                                                  --------------   --------------

Increase (decrease) in cash and cash equivalents                                           1,614           (2,598)

Cash and cash equivalents, beginning of period                                             4,192            5,773
                                                                                  --------------   --------------

Cash and cash equivalents, end of period                                          $        5,806   $        3,175
                                                                                  ==============   ==============






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


<PAGE>


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


1.  The Partnership and Basis of Presentation

     Olympus  Communications,  L.P.  ("Olympus"  or the  "Company") is a limited
partnership, formed under the laws of Delaware, between ACC Operations, Inc. and
ACC Holdings II, LLC, wholly-owned subsidiaries of Adelphia Communications
Corporation (together with its subsidiaries "Adelphia"). Olympus' operations
consist of providing telecommunications services primarily over its networks,
which are commonly referred to as broadband networks because they can transmit
large quantities of voice, video and data by way of digital or analog signals.

    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.

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. Such principles are
applied on a basis consistent with those reflected in the December 31, 2000 Form
10-K Report of the Company filed with the Securities and Exchange Commission.
The condensed consolidated financial statements contained herein should be read
in conjunction with the consolidated financial statements and related notes
contained in the December 31, 2000 Annual Report on Form 10-K. In the opinion of
management, the unaudited condensed consolidated financial statements contained
herein include all adjustments (consisting of only recurring adjustments)
necessary for a fair presentation of the results of operations for the interim
periods presented. These interim results of operations are not necessarily
indicative of results for future periods.

2.  Significant Events Subsequent to the Annual Report

    On January 1, 2001, Adelphia and certain of its subsidiaries, including
Olympus, closed the previously announced cable systems exchange with Comcast
Corporation. As part of the transaction, Olympus added approximately 44,000
subscribers in Orange County, California. In exchange, Comcast Corporation
received approximately 56,000 subscribers in Ft. Myers, Florida from Olympus.
The cable systems exchange was recorded at fair value and purchase accounting
was applied as of the date of the transaction. This transaction resulted in a
gain of $73,009 and an increase to property, plant and equipment and intangibles
of $16,778 and $57,063, respectively. The Company has made a preliminary
allocation of the purchase accounting which is subject to final allocation.

    On January 1, 2001, Olympus distributed cable systems serving approximately
50,000 subscribers primarily in and around Orange County, Florida to Adelphia.
As the cable systems distributed constituted businesses contained within
separate legal entities under common control, the distribution has been reported
as a change in reporting entity.  As a result, the condensed consolidated
financial statements for the three and six months ended June 30, 2000 have been
recast to reflect the distribution for periods that the distributed systems and
Olympus were under the common control of Adelphia.

<PAGE>

3.  Supplemental Financial Information

    Cash payments for interest were $23,684 and $16,962 for the six months ended
June 30, 2000 and 2001, respectively. Accumulated depreciation of property,
plant and equipment amounted to $239,243 and $259,060 at December 31, 2000 and
June 30, 2001, respectively. Accumulated amortization of intangible assets
amounted to $206,639 and $212,200 at December 31, 2000 and June 30, 2001,
respectively.

4.  Income taxes

     Income tax benefit for the six months ended June 30, 2000 and 2001 was
substantially comprised of deferred taxes.

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

    In July 2001, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets". These statements make significant changes to the accounting
for business combinations, goodwill, and intangible assets. SFAS No. 141
eliminates the pooling-of-interests method of accounting for business
combinations with limited exceptions for combinations initiated prior to July 1,
2001. In addition, it further clarifies the criteria for recognition of
intangible assets separately from goodwill. This statement is effective for
business combinations completed after June 30, 2001.

    SFAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Impairment would be examined more frequently if certain indicators
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over their useful lives. SFAS No. 142 applies to goodwill and
intangible assets acquired after June 30, 2001. Goodwill and intangible assets
existing prior to July 1, 2001 will be affected when the Company adopts the
statement. SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. The Company is evaluating the impact of the adoption of these
standards and has not yet determined the effect of adoption on its financial
position and results of operations.





<PAGE>




Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
                             (Dollars in thousands)

See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.

Introduction

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

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

Results of Operations

Three and Six Months Ended June 30, 2001

    Olympus earned substantially all of its revenues in the six months ended
June 30, 2000 and 2001 from monthly subscriber fees for basic, satellite,
digital, premium and ancillary services (such as installations and equipment
rentals), local and national advertising sales, high speed data services, pay
per view programming and electronic security monitoring services.

    The changes in Olympus' operating results for the six months ended June 30,
2001, compared to the same period of the prior year, were primarily the result
of the continued roll-out of digital cable and high speed data services, growth
in electronic security monitoring revenue and advertising revenue, vendor price
increases for the Company's programming, the impact of subscriber rate increases
and expanding existing cable television operations.

    The high level of depreciation and amortization associated with acquisitions
in recent years, the continuing upgrade and expansion of systems, and interest
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
foreseeable future.

    The following table sets forth certain cable television system data at the
dates indicated.
<TABLE>
<CAPTION>

                                                                           June 30,
                                                             ----------------------------------    Percent
                                                                   2000              2001          Increase
                                                             ----------------  ----------------  -----------
<S>                                                          <C>               <C>               <C>
           Homes Passed by Cable                                  877,000           902,339          2.9%
           Basic Subscribers                                      596,240           604,983          1.5%


</TABLE>




<PAGE>



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

                                                             Three Months Ended             Six Months Ended
                                                                  June 30,                      June 30,
                                                             2000           2001           2000          2001
                                                         -------------  -------------  ------------- -------------

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

           Operating expenses:
             Direct operating and programming                   38.9%          31.4%          37.9%         33.6%
             Selling, general and administrative                18.8%          18.6%          19.3%         18.6%
             Depreciation and amortization                      30.9%          28.8%          30.9%         30.0%
             Management fees to managing affiliate               8.5%           8.7%           7.9%          7.9%
                                                         -------------  -------------  ------------- -------------

           Operating income                                      2.9%          12.5%           4.0%          9.9%
                                                         =============  =============  ============= =============
</TABLE>


Revenues

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

                                                                      Three Months Ended        Six Months Ended
                                                                           June 30,                 June 30,
                                                                       2000         2001        2000        2001
                                                                   ------------ ----------- ----------- -----------

<S>                                                                <C>          <C>         <C>         <C>
         Cable service and equipment                                       70%         62%         71%         62%
         Premium programming services                                       9%          9%          9%          9%
         Advertising sales and other services                              21%         29%         20%         29%
</TABLE>


    Total revenues increased approximately 21.4% and 18.4% for the three and six
month periods ended June 30, 2001, compared with the same periods of the prior
year, primarily due to growth in digital cable and high speed data revenue,
basic subscriber growth, rate increases and growth in electronic security
monitoring and advertising revenues.

Direct Operating and Programming Expenses

    Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, decreased 2.0% for the three
month period ended June 30, 2001, compared with the same period of the prior
year. This decrease is primarily due to decreased costs associated with
providing high speed data and other services, partially offset by increased
programming costs. Direct operating and programming expenses increased 5.0% for
the six month period ended June 30, 2001, compared with the same period of the
prior year, primarily due to increased technical costs associated with providing
digital cable services as well as increased basic and premium programming costs.

<PAGE>

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 19.9% and 13.8% for the three and six month periods ended
June 30, 2001, compared with the same periods of the prior year. These increases
were primarily due to incremental costs associated with providing new services,
marketing expenses and wages.

Depreciation and Amortization

    Depreciation and amortization was higher for the three and six month periods
ended June 30, 2001 compared with the same periods of the prior year, primarily
due to increased capital expenditures.

Management Fees to Managing Affiliate

    Pursuant to the terms of the Company's Partnership Agreement, the Company
pays to Adelphia, on a quarterly basis, an amount representing an allocation of
the corporate overhead of Adelphia and its subsidiaries (as provided in the
management agreement) with respect to the Company for such period, which
allocation is based upon the ratio of the Company's cable subscribers to the
total cable subscribers owned or managed by Adelphia. Management fees were
substantially unchanged as a percentage of revenues for the three and six month
periods ended June 30, 2001 as compared with the same periods of the prior year.

Interest Expense

    Interest expense decreased 21.8% and 11.8% for the three and six month
periods ended June 30, 2001, compared with the same periods of the prior year.
These decreases were primarily due to decreases in the average amount of debt
outstanding and the rates on variable rate debt as compared to the prior year.

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, advances from affiliates and internally generated
funds. The Company's ability to generate cash to meet its future needs will
depend generally on its results of operations and the continued availability of
external financing.

    Capital expenditures for the six month periods ended June 30, 2000 and 2001
were $64,292 and $80,463, respectively. This increase was primarily due to
increased investment related to the rebuilding of the Company's broadband
network. The Company expects capital expenditures for the remaining six months
of the year ending December 31, 2001 to range from approximately $80,000 to
$100,000.

    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 by refinancing the principal with new
loans and by paying the interest out of internally generated funds.

    At June 30, 2001, the Company's total outstanding debt aggregated
approximately $551,600, which included approximately $202,800 of parent debt,
and approximately $348,800 of subsidiary and other debt. In addition, the
Company had an aggregate of approximately $3,175 in cash and cash equivalents,
and as of June 30, 2001, approximately $691,000 in unused credit lines with
banks, $690,000 of which was also available to affiliates, part of which is
subject to achieving certain levels of operating performance.

<PAGE>

    At June 30, 2001, the Company has unused credit lines under reducing
revolving credit facilities with revolver periods which expire through 2008. The
Company's weighted average interest rate on subsidiary debt was approximately
7.21% and 4.75% at June 30, 2000 and June 30, 2001, respectively.

     The following table sets forth the scheduled reductions in principal under
all agreements for indebtedness at December 31 for each of the next four years
and six months, based on amounts outstanding at June 30, 2001:
<TABLE>

<S>                                                                               <C>
                         Six months ending December 31, 2001                     $     42,019
                         Year ending December 31, 2002                                210,018
                         Year ending December 31, 2003                                 95,538
                         Year ending December 31, 2004                                    538
                         Year ending December 31, 2005                                    538
</TABLE>


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

    The Company believes that cash and cash equivalents, internally generated
funds, borrowings under existing credit facilities, advances from Adelphia or
other affiliates 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, system
swaps, 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.

<PAGE>

Regulatory and Competitive Matters

    The operations of the Company are 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.

    Cable television companies operate under franchises granted by local
authorities. Because such franchises are non-exclusive, the Company is subject
to competition with other cable operators and, in some cases, systems operated
by the municipal franchising authorities themselves. The Company is also subject
to competition from DBS and wireless service providers, which are not subject to
regulation on the local level, since they do not utilize the public rights of
way. These providers are also exempt from many of the federal regulations
applicable to the cable industry. This difference in regulatory schemes hinders
the Company's ability to compete on a level playing field.

    The Company is subject to rate regulation by certain franchising authorities
that have petitioned the FCC for certification to regulate the Company's rates.
Such rate regulation, however, is limited to the basic, or lowest level, service
tier.

    Federal regulations also limit the Company's discretion to select certain
programming services, by mandating the carriage of local broadcast television
stations, franchise-required public, educational and governmental channels, and
unaffiliated commercial leased access programming services. Such mandatory
carriage obligations could increase if the FCC decides to extend such mandatory
carriage rules to the digital level of service, which issue is currently pending
before the FCC. These mandatory carriage requirements limit the capacity
available to the Company for revenue-generating programming services.

    Additionally, the FCC is currently considering a rulemaking to determine the
regulatory status of Internet service. Specifically, the FCC is reviewing
whether Internet service is a cable service and, therefore, subject to
regulation at the local level, or a telecommunications service and, therefore,
subject to regulation at the state level. The outcome of the decision could have
an impact on such factors as the rates the Company may charge for such service,
the extent to which the Company would have to make its Internet facilities
available to the franchising authorities and unaffiliated service providers, and
the rates the Company must pay utilities for pole attachments. For further
information regarding regulatory and competitive matters and their affect on the
Company, see the Company's most recent form 10-K.





















                           PART II - Other Information

Item  6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

              None.

(b)      Reports on Form 8-K:

          The Company did not file any reports on Form 8-K during the quarter
          ended June 30, 2001.



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

<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                                                 OLYMPUS  COMMUNICATIONS, L.P.

                                                  BY:  ACC OPERATIONS, INC.
                            Managing General Partner

Date:   August 14, 2001                           By:  /s/ Timothy J. Rigas
                                                       --------------------
                                                       Timothy J. Rigas
                                                       Executive Vice President,
                                                       Treasurer, Principal
                                                       Accounting Officer and
                                                       Principal Financial
                                                       Officer of ACC
                                                       Operations, Inc.


Date:   August 14, 2001                            OLYMPUS CAPITAL CORPORATION

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