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 September 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>


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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 September 30, 1998................3

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

       Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 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...................................15

PART II - OTHER INFORMATION

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

Item 2.  Changes in Securities and Use of Proceeds....................................................16

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

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

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

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


SIGNATURES............................................................................................17
</TABLE>



<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,  September 30,
                                                         1997          1998
                                                     -----------   -------------
ASSETS:
------

Cable systems, at cost, net of accumulated 
depreciation and amortization:
Property, plant and equipment                           $ 265,783     $ 305,050
Intangible assets                                         417,559       495,423
                                                        ---------     ---------
Total                                                     683,342       800,473

Cash and cash equivalents                                   3,554         3,672
Subscriber receivables - net                               12,577        12,375
Prepaid expenses and other assets - net                    29,479        27,399
                                                        ---------     ---------
Total                                                   $ 728,952     $ 843,919
                                                        =========     =========

LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
---------------------------------------------
Subsidiary debt                                         $ 427,000     $ 526,500
Parent debt                                               200,000       200,000
Other debt                                                 46,804         4,470
Accounts payable                                           15,947        19,276
Subscriber advance payments and deposits                    7,907         6,719
Accrued interest and other liabilities                     25,265        29,479
Accrued priority return on preferred limited
partner interests                                          22,241        31,357
Due to affiliates - net                                    55,169       116,945
Deferred income taxes                                      40,836        40,920
                                                        ---------     ---------
Total liabilities                                         841,169       975,666
                                                        ---------     ---------

Commitments and contingencies (Note 5)

Partners' equity (deficiency):
Limited partners' interests                               488,398       549,823
General partners' equity (deficiency)                    (600,615)     (681,570)
                                                        ---------     ---------
Total partners' equity (deficiency)                      (112,217)     (131,747)
                                                        ---------     ---------
Total                                                   $ 728,952     $ 843,919
                                                        =========     =========


            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        Nine Months Ended
                                                                   September 30,             September 30,
                                                              ----------------------    ----------------------
                                                                 1997         1998         1997         1998
                                                              ---------    ---------    ---------    ---------

<S>                                                           <C>          <C>          <C>          <C>      
Revenues                                                      $  43,235    $  54,380    $ 126,818    $ 156,497
                                                              ---------    ---------    ---------    ---------

Operating expenses:
Direct operating and programming                                 13,604       18,376       41,385       53,324
Selling, general and administrative                               7,976        9,287       23,032       27,157
Depreciation and amortization                                    10,579       12,890       30,500       37,139
Management fees to managing affiliate                             2,261        3,769        7,008        9,356
                                                              ---------    ---------    ---------    ---------
Total                                                            34,420       44,322      101,925      126,976
                                                              ---------    ---------    ---------    ---------

Operating income                                                  8,815       10,058       24,893       29,521
                                                              ---------    ---------    ---------    ---------

Other income (expense):
Interest expense                                                (12,506)     (14,886)     (35,477)     (40,912)
Interest expense - affiliates                                    (1,650)      (1,650)      (4,950)      (4,950)
Other                                                               252          176          389        1,160
                                                              ---------    ---------    ---------    ---------
Total                                                           (13,904)     (16,360)     (40,038)     (44,702)
                                                              ---------    ---------    ---------    ---------

Loss before income taxes                                         (5,089)      (6,302)     (15,145)     (15,181)
Income tax (expense) benefit                                        --           (56)         125          (84)
                                                              ---------    ---------    ---------    ---------
Net loss                                                         (5,089)      (6,358)     (15,020)     (15,265)

Priority return on preferred and senior
limited partner interests                                       (19,284)     (22,876)     (55,763)     (65,590)
                                                              ---------    ---------    ---------    ---------

Net loss of general and limited partners
after priority return                                         $ (24,373)   $ (29,234)   $ (70,783)   $ (80,855)
                                                              =========    =========    =========    =========

Basic and diluted net loss per general and limited
partners' unit after priority return                          $  (2,437)   $  (2,923)   $  (7,078)   $  (8,086)
                                                              =========    =========    =========    =========

                          See 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)

                                                              Nine Months Ended September 30,
                                                              -------------------------------
                                                                       1997        1998
                                                                   ----------   ----------
Cash flows from operating activities:
<S>                                                                <C>          <C>       
Net loss                                                           $ (15,020)   $ (15,265)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation                                                          18,468       20,929
Amortization                                                          12,032       16,210
Accretion of non-interest bearing note                                 5,801         --
Deferred income taxes                                                   (109)          84
Changes in operating assets and liabilities, net of 
effects of acquisitions:
Subscriber receivables                                                   (41)         725
Prepaid expenses and other assets                                        718       (4,971)
Accounts payable                                                        (884)       3,329
Subscriber advance payments and deposits                                 472       (1,198)
Accrued interest and other liabilities                                  (301)       4,040
                                                                   ---------    ---------
Net cash provided by operating activities                             21,136       23,883
                                                                   ---------    ---------

Cash flows from investing activities:
Business acquisitions                                                (15,599)    (112,778)
Proceeds from sale of assets                                            --         10,469
Expenditures for property, plant and equipment                       (26,927)     (43,705)
                                                                   ---------    ---------
Net cash used for investing activities                               (42,526)    (146,014)
                                                                   ---------    ---------

Cash flows from financing activities:
Proceeds from debt                                                    15,000       99,500
Repayments of debt                                                   (15,405)     (43,877)
Payments of priority returns                                         (55,304)     (56,475)
Amounts advanced from affiliates                                       2,229       61,776
Issuance of preferred limited partner interests                       60,253       61,425
Capital contributions                                                  7,800         --
Capital distributions                                                   (100)        (100)
                                                                   ---------    ---------
Net cash provided by financing activities                             14,473      122,249
                                                                   ---------    ---------

(Decrease) increase in cash and cash equivalents                      (6,917)         118

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

Cash and cash equivalents, end of period                           $  19,549    $   3,672
                                                                   =========    =========

                    See notes to condensed consolidated financial statements.



</TABLE>




<PAGE>


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


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

         In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary for a fair presentation of the financial
position of Olympus at September 30, 1998, and the results of operations for the
three and nine months ended September 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 nine months ended September 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 Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition has been accounted for under the
purchase method of accounting. Accordingly, the financial results of the
acquired system have been included in the consolidated results of Olympus 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
approximately $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 the  three  and  nine  month  period  ended  
September 30, 1998 was $56 and $84, respectively, which is comprised entirely of
deferred tax expense.
<PAGE>

4.   Supplemental Financial Information:

         Cash payments for interest were $30,712 and $39,791 for the nine months
ended September 30, 1997 and 1998, respectively. Accumulated depreciation of
property, plant and equipment amounted to $142,797 and $163,872 at December 31,
1997 and September 30, 1998, respectively. Accumulated amortization of
intangible assets amounted to $125,178 and $139,346 at December 31, 1997 and
September 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. 133,
"Accounting for Derivative Instruments and Hedging Activities," has been issued
and is effective for fiscal quarters of fiscal years 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 No. 133 on the Company's condensed
consolidated financial statements.


<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, year 2000 issues and changes in the competitive environment in
which the Company operates.

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

         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 nine months
ended September 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
September 30, 1998, compared to the same period of the prior year, were
primarily the result of acquisitions/dispositions, expanding existing cable
television operations, the impact of subscriber rate increases which became
effective June 1, 1998, growth in advertising revenue and vendor price increases
for the Company's programming.

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



<PAGE>



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


                                           September 30,             
                                   ----------------------------      Percent
                                      1997              1998         Increase
                                    --------          --------       --------

Homes Passed by Cable                676,910           828,500         22.4%

Basic Subscribers                    434,730           551,588         26.9%



         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.
<TABLE>
<CAPTION>


                                          Three months ended    Nine months ended
                                             September 30,        September 30,
                                        ---------------------  -------------------
                                           1997       1998       1997       1998
                                        ---------  ---------   --------  ---------

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

Operating expenses:
Direct operating and programming           31.5%      33.8%      32.6%      34.1%
Selling, general and administrative        18.5%      17.1%      18.2%      17.3%
Depreciation and amortization              24.4%      23.7%      24.1%      23.7%
Management fees to managing affiliate       5.2%       6.9%       5.5%       6.0%
                                        -------    -------    -------    -------

Operating income                           20.4%      18.5%      19.6%      18.9%
                                        =======    =======    =======    =======

</TABLE>


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


                                         Three months ended    Nine months ended
                                           September 30,         September 30,
                                         ------------------   ------------------
                                          1997        1998      1997       1998
                                         ------      ------    ------    -------

Regulated service and equipment            75%        75%        74%        73%
Premium programming services               12%        10%        13%        11%
Advertising sales and other services       13%        15%        13%        16%



         Total revenues increased approximately 25.8% and 23.4% for the three
and nine month periods ended September 30, 1998, respectively, compared with the
same periods of the prior year, primarily due to acquisitions, basic subscriber
growth, impact of rate increases and growth in advertising revenues, partially
offset by price reductions on certain services and a decrease in premium
programming services.
<PAGE>

         The increase in revenues was attributable to the following:





                                          Three Months          Nine Months
                                              Ended                Ended
                                       September 30, 1998    September 30, 1998
                                      --------------------   -------------------
Acquisitions/Dispositions                       71%                  69%
Basic subscriber growth                         13%                  15%
Rate increases                                   3%                   6%
Premium programming services                    (3%)                 (6%)
Advertising sales and other services            16%                  16%



         Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 35.1% and 28.8% for the three and nine month
periods ended September 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 16.4% and
17.9% for the three and nine month periods ended September 30, 1998,
respectively, compared with the same periods of the prior year. This increase
was primarily due to incremental costs associated with acquisitions, subscriber
growth and increased advertising expenses.

         Depreciation and Amortization. Depreciation and amortization was higher
for the three and nine month periods ended September 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 (as
provided in the management agreement) 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 have increased as a percentage of revenues
for the three and nine month periods ended September 30, 1998 as compared with
the same periods of the prior year, primarily due to increased corporate
expenditures.

         Interest Expense. Interest expense increased 19.0% and 15.3% for the
three and nine month periods ended September 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 acquisitions.
<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 nine
month periods ended September 30, 1997 and 1998 were $26,927 and $43,705,
respectively. The Company expects capital expenditures for the remaining three
months of the year ending December 31, 1998 to range from $15,000 to $20,000.

         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 September 30, 1998, the Company's total outstanding debt aggregated
approximately $731,000, which included $200,000 of parent debt, $527,000 of
subsidiary debt, and $4,000 of other debt.

         At September 30, 1998, the Company's subsidiary debt was primarily
comprised of reducing revolving credit facilities whose revolver periods expire
through December 31, 2003. The Company's weighted average interest rate on
subsidiary debt was approximately 6.72% at September 30, 1997 compared to 6.97%
at September 30, 1998. At September 30, 1998, approximately 17.1% 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.

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

            Three months ending December 31, 1998               $    16,250
            Year ending December 31, 1999                            57,000
            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.
<PAGE>

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

         The Company believes that cash and cash equivalents, internally
generated funds, short-term advances from 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, 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.
<PAGE>

         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. 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.
<PAGE>

Year 2000 Issue

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

         Computerized business applications that could be adversely affected by 
the year 2000 issue include:
-    information processing and financial reporting systems,
-    customer billing systems,
-    customer service systems,
-    telecommunication transmission and reception systems, and
-    facility systems.

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

         The Company has developed a program to assess and address the year 2000
issue.  This program consists of the following phases:
-    inventorying and assessing the impact on affected technology and systems,
-    developing solutions for affected technology and systems, 
-    modifying or replacing affected technology and systems, 
-    testing and verifying solutions,  
-    implementing solutions, and 
-    developing contingency plans.

         The Company has substantially completed inventorying and assessing the
affected computerized systems and technologies. The Company is in various stages
of its year 2000 compliance program with respect to the remaining phases as it
relates to the affected systems and technologies.

         The Company has engaged a consulting firm familiar with its financial
reporting systems. This firm has developed and tested year 2000 solutions that
the Company is in the process of implementing. The Company expects its financial
reporting systems to be year 2000 compliant by June 1999.

         A third-party billing vendor currently facilitates customer billing.
The Company is currently in the process of testing an in-house service ordering,
provisioning, maintenance and billing system that would replace the third-party
billing vendor. The Company expects to have this new system implemented by June
1999. On a contingency basis, the third-party vendor has provided a written
statement that it will certify it is fully year 2000 compliant by June 1999.

         Telecommunication plant rebuilds and upgrades in recent years have
minimized the potential impact of the year 2000 issue on the Company's
facilities, customer service, telecommunication transmission and reception
systems. The Company is engaged in a comprehensive internal inventory and
assessment of all hardware components and component controlling software
throughout its telecommunication networks. The Company
<PAGE>


expects to implement any hardware and software modifications, upgrades or
replacements resulting from the internal review by June 1999.

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

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         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 September 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:  November 16, 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:  November 16, 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.