<PAGE>

                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)
[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES AND EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                For the transition period from _______ to _______

                         Commission file number 33-96804

                          LENFEST COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                               23-2094942
------------------------------                            ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                       1105 North Market St., Suite 1300,
                                 P. O. Box 8985,
                           Wilmington, Delaware 19899
               ---------------------------------------------------
               (Address of Principal executive offices) (Zip Code)

                                 (302) 427-8602
               ---------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:  None.

         Indicate by check mark whether the registrant (1) has 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) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __X__

         Indicate the number of shares outstanding of each of the Registrant's
class of common stock, as of March 27, 1998: 158,896 shares of Common Stock,
$0.01 par value per share. All shares of the Registrant's Common Stock are
privately held, and there is no market price or bid and asked price for said
Common Stock.

   
         This Form 10-K/A is being filed to amend Part I Item 1, Part II Items
6,7 and 8 and Part III Items 10, 11, 13 and 14 of the annual report on Form 10-K
of Lenfest Communications, Inc. for the fiscal year ended December 31, 1997,
which was filed with the Securities and Exchange Commission on March 27, 1998.
    


<PAGE>


1.   The following paragraphs of Business - Unrestricted Cable Television
     Systems with respect to Raystay Co. are amended and restated in their
     entirety as follows:

Item 1. BUSINESS.

          Unrestricted Cable Television Systems

          In addition to its Core Cable Television Operations, at December 31,
          1997, Lenfest held investments in four cable television system
          entities. Lenfest holds a 50% equity interest in Garden State
          Cablevision L.P. ("Garden State"); a 30% equity interest in the cable
          subsidiaries of Susquehanna Cable Co. ("SCC"); a 45% equity interest
          in Raystay Co. ("Raystay"); and a 30% equity interest in Clearview
          Partners ("Clearview"). As of December 31, 1997, these entities
          operated cable television systems serving approximately 441,300 basic
          customers, of which approximately 380,000 are served by systems which
          are near or contiguous to the Company's cluster of cable television
          systems. As a result of Lenfest's investment in these companies, the
          companies participate in Lenfest's programming purchasing relationship
          with Satellite Services, Inc. See " -- Programming and Equipment
          Supply."

          Garden State serves the Cherry Hill, New Jersey area. The following
          table provides customer data at year end for each of the years in the
          three-year period ended December 31, 1997 for Garden State's cable
          television system.

                                              Year Ended December 31,
                                     ------------------------------------------
                                       1995             1996            1997
                                       ----             ----            ----
         Homes passed  ............  292,454          294,390          297,783
         Basic customers  .........  200,086          204,179          208,204
         Basic penetration  .......     68.4%            69.4%            69.9%

          SCC has systems in York and Williamsport, Pennsylvania as well as
          smaller systems in Maine, Mississippi, Illinois and Indiana. The
          following table provides customer data at year end for each of the
          years in the three-year period ended December 31, 1997 for SCC's cable
          television systems.

                                              Year Ended December 31,
                                     ------------------------------------------
                                       1995             1996            1997
                                       ----             ----            ----
         Homes passed  ............  182,465           206,715          211,778
         Basic customers  .........  137,885           159,871          164,186
         Basic penetration  .......     75.6%             77.3%            77.5%

          Beginning May 28, 1998, each of Lenfest and Susquehanna Media Co. (the
          owner of the balance of the equity interest in SCC and its cable
          subsidiaries) may offer to purchase all of the shares of stock of SCC
          and its cable subsidiaries owned by the other. If the recipient of the
          offer rejects the offer, the recipient is then obligated to purchase
          all of the shares of stock of the person who made the offer on the
          same terms and conditions as were contained in the initial offer.
          Lenfest has pledged its stock in SCC and in the SCC cable subsidiaries
          as collateral for obligations incurred by Susquehanna Media Co.

          Raystay owns and operates cable television systems in Pennsylvania.
          The following table provides customer data at year end for each of the
          years in the three-year period ended December 31, 1997 for Raystay's
          cable television systems.
<PAGE>

                                              Year Ended December 31,
                                     ------------------------------------------
                                       1995             1996            1997
                                       ----             ----            ----
         Homes passed  ............   63,163            79,029          83,451
         Basic customers  .........   46,509            57,743          59,085
         Basic penetration  .......     73.6%             73.1%           70.8%

   
         Beginning July 30, 1998, upon a change of control which results in the
         Company controlling Raystay, the stockholders of Raystay have the right
         to cause the Company to purchase their shares at the then fair market
         value of the shares, determined without discount for lack of
         marketability or minority interest, subject to certain conditions. In
         addition, effective September 30, 2002 either the Company or the other
         stockholders of Raystay may offer to purchase all of the other's shares
         of stock. If the recipient of the offer rejects the offer, the
         recipient is then obligated to purchase all the shares of stock of the
         other party(ies) on the same terms and conditions as were contained in
         the initial offer.
    

          Clearview owns and operates cable television systems in Pennsylvania
          and Maryland. As of December 31, 1997, Clearview had approximately
          9,800 basic customers and passed approximately 14,400 homes.


2.   Summary Consolidated Financial and Operating Data is amended and restated
     in its entirety as follows:

Item 6. SELECTED FINANCIAL DATA.

Summary Consolidated Financial And Operating Data (Dollars In Thousands Except
Per Customer Data)

          The selected consolidated financial data as of and for each of the
          five years in the period ended December 31, 1997 set forth below have
          been derived from the audited Consolidated Financial Statements of the
          Company. These data should be read in conjunction with "Management's
          Discussion and Analysis of Financial Condition and Results of
          Operations" and the Consolidated Financial Statements for each of the
          three years in the period ended December 31, 1997 included elsewhere
          in this Form 10-K. The statement of operations data with respect to
          the fiscal years ended December 31, 1993 and 1994 have been derived
          from audited consolidated financial statements of the Company not
          included herein.

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                  Year Ended December 31,
                                       ------------------------------------------------------------------------------
                                          (Dollars in thousands)
Statement of Operations Data*             1993            1994           1995             1996             1997
                                       -------------  -------------  -------------   ---------------  ---------------
<S>                                    <C>            <C>             <C>            <C>              <C>         
Revenues                               $ 205,326      $  226,185      $ 254,225      $    381,810     $    447,390
Programming expenses                      44,033          49,267         55,322            82,804           93,088
Selling, general & administrative         46,527          50,269         55,262            82,688          105,470
Technical and other                       20,167          27,269         34,529            50,449           56,109
Depreciation and amortization             62,089          72,813         74,272           111,277          129,939
                                         --------       ---------       --------       -----------      -----------
    Operating income                      32,510          26,567         34,840            54,592           62,784
Interest expense                         (35,090)        (47,749)       (60,909)         (107,201)        (120,788)
Other income and expense (net)           (10,232)         (7,072)         4,245           (90,361)         (50,070)
                                         --------       ---------       --------       -----------      -----------
    Loss from continuing operations      (12,812)        (28,254)       (21,824)         (142,970)        (108,074)
before income taxes
Income tax benefit                         2,018          10,174         10,724            14,329           38,740
                                         --------       ---------       --------       -----------      -----------
Loss from continuing operations          (10,794)        (18,080)       (11,100)         (128,641)         (69,334)
Discontinued operations, net of taxes     (1,073)           (819)          (395)              363           33,738
Extraordinary loss, net of taxes             ---             ---         (6,739)          (2,484)              ---
                                         ========       =========       ========       ===========      ===========
    Net loss                           $ (11,867)     $  (18,899)     $ (18,234)     $   (130,762)    $    (35,596)
                                         ========       =========       ========       ===========      ===========
Balance Sheet Data*    
  (end of period)
Total assets                           $ 634,938      $  664,555      $ 843,110      $  1,221,788     $  1,219,720
Total debt                               612,392         626,121        810,725         1,312,863        1,295,306
Stockholders' equity  (deficit)          (56,029)        (49,609)       (45,192)         (233,790)        (254,264)

   
Core Cable Television Operations (Restricted Group)
Financial Ratios and Other Data (a)
Revenues                               $ 197,630      $  212,800      $ 232,155      $    354,561     $    413,792
Adjusted EBITDA (b) (c)                  100,476         105,711        115,261           182,905          205,861
Adjusted EBITDA margin (d)                  50.8 %          49.7 %         49.6 %            51.6 %           49.7 %
Cash flows from:
   Operating activities                $  62,531      $   60,057      $  71,911      $     74,801     $    114,017
   Investing activities                 (158,216)        (59,350)       (60,085)         (626,437)         (96,226)
   Financing activities                   91,467           1,392        146,832           403,632          (18,645)
Interest expense                          34,699          47,016         59,966           105,463          120,549
Capital expenditures  (e)                 41,658          42,162         40,168            51,703           87,510
Total debt                               609,159         616,657        807,535         1,309,735        1,293,579
Ratio of total debt to Adjusted           
EBITDA                                      6.06 x          5.83 x         7.01 x            7.16 x           6.28 x 
Monthly revenue per average           
basic customer                         $   32.05      $    31.44      $   32.97      $      34.25     $      35.18
Annual Adjusted EBITDA per average      
basic customer                            195.51          187.42         196.40            212.00           210.04
Annual capital expenditures per      
average basic customer (e)                 81.06           74.75          68.44             59.93            89.28
Summary Customer Data     
 (end of period) (a)
Homes passed                             870,718         892,549        904,753         1,278,673        1,388,887
Basic customers                          550,703         577,377        596,366           927,249          991,758
Basic Penetration                           63.2 %          64.7 %         65.9 %            72.5 %           71.4 %
</TABLE>
    


                                      -3-
<PAGE>
------------------
*    Prior year data is restated to reflect continuing operations.
(a)  The Core Cable Television Operations (Restricted Group) consists of all of
     the Company's wholly owned cable television subsidiaries. Financial ratios
     and other information are presented for the Restricted Group to facilitate
     the evaluation of the results of operations of those operating entities on
     which the Company relies to service all of its debt obligations.
   
(b)  Adjusted EBITDA represents EBITDA (earnings before interest expense,
     income taxes, depreciation and amortization) adjusted to include cash
     distributions received from unconsolidated and unrestricted affiliates.
     Adjusted EBITDA corresponds to the definition of "EBITDA" contained in the
     Company's publicly held debt securities and is presented for the
     convenience of the holders of the Company's public debt securities.
     Adjusted EBITDA should not be considered by an investor as an alternative
     to net income (loss), as an indicator of the operating performance of the
     Company or as an alternative to cash flows as a measure of liquidity.
     Adjusted EBITDA and EBITDA are not measures under generally accepted
     accounting principles.
(c)  CAH, Inc. became a part of the restricted group in 1996. CAH, Inc. has not
     been included in the 1993-1995 presentation.
(d)  Adjusted EBITDA margin measures Adjusted EBITDA as a percentage of
     revenues. 
(e)  Excludes the purchase price of acquisitions consummated during the period.
    


                                      -4-
<PAGE>

3.   Management's Discussion and Analysis of Financial Condition and Results of
     Operations is amended and restated in its entirety as follows:

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         GENERAL

         Substantially all of the Company's revenues are earned from customer
         fees for cable television programming services, the sale of
         advertising, commissions for products sold through home shopping
         networks and ancillary services (such as rental of converters and
         remote control devices and installations). Federal law and regulations,
         including the regulation of certain aspects of the cable television
         industry, have affected adversely the Company's ability to increase or
         restructure its rates for certain services. These regulations are
         intended to limit future rate increases. See "Legislation and
         Regulation."

   
         The Company has generated increases in revenues and Adjusted EBITDA
         for each of the past three fiscal years primarily through acquisitions
         and, to a lesser extent, through internal customer growth, increases in
         monthly revenue per customer and, growth in advertising and home
         shopping revenues. As used herein, Adjusted EBITDA represents EBITDA
         (earnings before interest expense, income taxes, depreciation and
         amortization) adjusted to include cash distributions received from
         unconsolidated and unrestricted affiliates. Adjusted EBITDA corresponds
         to the definition of "EBITDA" contained in the Company's publicly held
         debt securities and is presented for the convenience of the holders of
         the Company's public debt securities. Adjusted EBITDA should not be
         considered as an alternative to net income, as an indicator of the
         operating performance of the Company or as an alternative to cash flows
         as a measure of liquidity. Adjusted EBITDA and EBITDA are not
         measures under generally accepted accounting principles.
    


         RESULTS OF OPERATIONS

         YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

         CONSOLIDATED RESULTS

         Revenues for the company increased 17.2% to $447.4 million as compared
         to 1996, primarily as a result of the Company's Core Cable Television
         Operations. The TCI Exchange, the Sammons Acquisition, the Salem
         Acquisition, the Shore Acquisition, and the Turnersville Acquisition,
         which are described in Note 5 to the financial statements included
         herein (collectively, the "Acquisitions"), accounted for approximately
         $40.2 million or 61.3% of the increase.



                                      -5-
<PAGE>

         Service and Programming Expenses increased 12.0% to $149.2 million for
         the year ended December 31, 1997 compared to the prior year. These
         expenses are related to technical salaries, general operating, and
         network programming costs. The service and programming increase was
         primarily due to increased costs associated with the Core Cable
         Television Operations.

         Selling, General, and Administrative Expense increased 27.6% to $105.5
         million for the year ended December 31, 1997 compared to the prior
         year. These expenses are associated with office salaries, facility, and
         marketing costs. This increase was primarily due to administrative
         expenses associated with the Core Cable Television Operations.

         Depreciation and Amortization Expense increased 16.8% to $129.9 million
         for the year ended December 31, 1997 compared to the prior year. This
         increase was primarily due to the Acquisitions and additional capital
         expenditures associated with the Core Cable Television Operations.

   
         Adjusted EBITDA increased 15.2% to $196.2 million for the year ended
         December 31, 1997 compared to the prior year. The increase was
         primarily due to the Core Cable Television Operations. The Adjusted
         EBITDA margin decreased to 43.9% in 1997 compared to 44.6% for 1996.
         This decrease was primarily caused by one time costs associated with
         the consolidation effort related to the Core Cable Television
         Operations.
    

         Interest Expense increased 12.7% to $120.8 million for the year ended
         December 31, 1997 compared to the prior year. The increase was
         primarily due to higher average outstanding indebtedness related to the
         Acquisitions.

   
         Loss from continuing operations before income tax decreased 24.4% to
         $108.1 million. The decrease was attributable to a loss associated with
         the write-down of the Company's investment in Australis. The 1997
         write-down of the Company's investment in Australis was $44.6 million
         compared to an $86.4 million write-down of the investment in the prior
         year. At December 31, 1997, the Australis securities were no longer
         listed on the Australian Stock Exchange and were considered to be
         worthless. On May 5, 1998, the Trustee for the holders of Australis'
         bond indebtedness appointed receivers in order to wind up the affairs
         of Australis. Subsequent thereto, Australis' assets have been
         liquidated and it has ceased to conduct business. The Company does not
         expect this investment to have a material impact on future operations.
    


         Core Cable Television Operations

         Revenues increased 16.7% to $413.8 million for the year ended December
         31, 1997 compared to the prior year. Revenues for basic and CPS tiers
         and customer equipment and installation, ("regulated services")
         increased 24.3 % or $60.4 million compared to the prior year. This
         increase was primarily attributable to the realization of the full
         effect of the Acquisitions, strong internal customer growth of
         approximately 2.9%, and rate increases occurring predominately in the
         second and fourth quarters. Non-regulated service revenue decreased
         7.1% or $6.0 million for the year ended December 31, 1997 compared to
         the prior year. This decrease was primarily as a result of the regional
         sports



                                      -6-
<PAGE>

         network, Prism, ceasing operations on September 30, 1997. On October 1,
         1997, the Company added the new regional sports network, Comcast
         SportsNet to the regulated CPS tier. Advertising, home shopping, and
         non-recurring revenue increased 22.3% or $4.8 million for the year
         ended December 31, 1997 compared to the prior year. This increase was
         primarily attributable to the Acquisitions and internal customer
         growth.

         Service and Programming Expenses increased 13.2% to $126.9 million for
         the year ended December 31, 1997 compared to the prior year. These
         expenses are related to technical salaries, general operating costs,
         and programming costs. The technical service increase was primarily due
         to increased costs associated with the consolidation efforts of the
         Company which included integrating the Acquisitions. The programming
         expense increase was primarily due to the Acquisitions and increased
         customer costs associated with the basic and CPS tier services.

         Selling, General and Administrative Expense increased 32.5% to $86.4
         million for the year ended December 31, 1997 compared to the prior
         year. These expenses are associated with office salaries, facility, and
         marketing costs. This increase was primarily due to the Acquisitions
         and expenses associated with the consolidation efforts of the Company
         which included migrating customer service to the new Call Center.

         Depreciation and Amortization Expense increased 16.7% to $125.0 million
         for the year ended December 31, 1997 compared to the prior year. This
         increase was primarily due to the Acquisitions as well as additional
         capital expenditures.

   
         Adjusted EBITDA increased 12.6% to $205.9 million for the year ended
         December 31, 1997 compared to the prior year. The increase was
         primarily associated with the Acquisitions. The Adjusted EBITDA
         margin decreased to 49.7% in 1997 compared to 51.6% for 1996. This
         decrease was primarily caused by one-time costs associated with the
         consolidation efforts of the Company.
    

         Unrestricted Subsidiaries

         The largest of the Company's Unrestricted Subsidiaries in 1997 were
         Radius Communications and StarNet.

         Lenfest Advertising, Inc. (d/b/a Radius Communications)

         Revenues, prior to payment of affiliate fees, increased 70.2% to $25.9
         million as compared to 1996, primarily as a result of the full
         realization of the MetroBase Advertising acquisition in September 1996.
         Affiliate fees increased 68.3% to $11.8 million, of which $4.8 million
         was paid to the Company. Affiliate fees paid to the Company are
         eliminated in consolidation.

         Operating Expenses increased proportionately to the increase in
         revenues for the year ended December 31, 1997, due to the expansion of
         the combined sales forces of Cable AdNet and MetroBase advertising.

         Depreciation and Amortization Expense increased by 83.3% to $1.9
         million as compared to 1996 as a result of the purchasing of Digital
         Insertion equipment used in daily operations.



                                      -7-
<PAGE>

         Operating income decreased 28.6% to $0.5 million for the year ended
         December 31, 1997, compared to $0.7 million in the prior year.

         StarNet, Inc.

         Revenues decreased by 38.1% to $5.0 million for the year ended December
         31, 1997, primarily due to the elimination of The Barker (R) and
         Promoter services.

         Direct expenses decreased 36.3% to $6.0 million as compared to 1996 due
         primarily to the reduction of operational expenses eliminated with the
         termination of The Barker (R) and Promoter services.

         Depreciation and Amortization Expense decreased by 23.7% to $1.2
         million as compared to 1996 as a result of assets related to The Barker
         (R) being transferred to Sneak Prevue, LLC, a partnership between
         StarNet, Inc. and Prevue.

         Operating loss decreased by 23.8% to $2.1 million in 1997 compared to
         $2.8 million in 1996.


         YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

         CONSOLIDATED RESULTS

         Revenues for the company increased 50.2% to $381.8 million for the year
         ended December 31, 1996 as compared to 1995, primarily as a result of
         the Company's Core Cable Television Operations. The Acquisitions
         accounted for approximately $103.9 million or 81.4% of the increase.

         Service and Programming Expenses increased 48.3% to $133.3 million for
         the year ended December 31, 1996 compared to the prior year. These
         expenses are related to technical salaries, general operating and
         programming costs. The service and programming increase was primarily
         due to increased costs associated with the Acquisitions.

         Selling, General and Administrative Expense increased 49.6% to $82.7
         million for the year ended December 31, 1996 compared to the prior
         year. These expenses are associated with customer service, office, and
         marketing. This increase was primarily due to selling and
         administrative expenses associated with the Acquisitions.

         Depreciation and Amortization Expense increased 49.8% to $111.3 million
         for the year ended December 31, 1996 compared to the prior year. This
         increase was primarily due to the Acquisitions.

   
         Adjusted EBITDA increased 54.0% to $170.3 million for the year ended
         December 31, 1996 compared to the prior year. The increase was
         primarily due to the Acquisitions. The Adjusted EBITDA margin
         increased to 44.6% in 1996 compared to 43.5% for 1995. This increase
         was primarily a result of an increase in Adjusted EBITDA for Core
         Cable Television Operations.
    

                                      -8-
<PAGE>

         Interest Expense increased 76.0% to $107.2 million for the year ended
         December 31, 1996 compared to the prior year. The increase was
         primarily due to higher average outstanding indebtedness related to the
         Acquisitions.

   
         Loss from continuing operations before income tax increased 555.1% to
         $143.0 million. The increase was attributable to a loss associated with
         the write-down of the Company's investment in Australis. Due to
         uncertainty of the long-term financing of Australis, the Company
         determined that the decline in market value was other than temporary.

    


         Core Cable Television Operations

         Revenues increased 52.7% to $354.6 million for the year ended December
         31, 1996 compared to the prior year. Revenues for regulated services
         increased 56.3 % or $89.6 million compared to the prior year. This
         increase was primarily attributable to the Acquisitions, internal
         customer growth of approximately 2.8%, and rate increases occurring
         predominately in the second and fourth quarters. Non-regulated service
         revenue increased 43.9% or $25.8 million for the year ended December
         31, 1996 compared to the prior year. This increase was primarily as a
         result of the Acquisitions. Advertising, home shopping and
         non-recurring revenue increased 49.4% or $7.1 million compared to the
         prior year. This increase was primarily attributable to the
         Acquisitions.

         Service and Programming Expenses increased 57.9% to $112.1 million for
         the year ended December 31, 1996 compared to the prior year. These
         expenses are related to technical salaries, general operating, and
         programming costs. The technical service increase was primarily
         associated the Acquisitions. The programming expense increase was
         primarily due to the Acquisitions and increased customer costs
         associated with the basic and CPS tier services.

         Selling, General and Administrative Expense increased 37.6% to $65.2
         million for the year ended December 31, 1996 compared to the prior
         year. These expenses are associated with office salaries, facility, and
         marketing costs. This increase was primarily associated with the
         Acquisitions.

         Depreciation and Amortization Expense increased 50.8% to $107.1 million
         for the year ended December 31, 1997 compared to the prior year. This
         increase was primarily due to the Acquisitions as well as increased
         capital expenditures.

   
         Adjusted EBITDA increased 58.7% to $182.9 million for the year ended
         December 31, 1996 compared to the prior year. The increase was
         primarily associated with the Acquisitions. The Adjusted EBITDA
         margin increased to 51.6% in 1996 compared to 49.6% for 1995. This
         increase was primarily caused by cash distributions made to the Company
         by certain Unrestricted Subsidiaries and affiliates.
    



                                      -9-
<PAGE>

         Unrestricted Subsidiaries

         Lenfest Advertising, Inc. (d/b/a Radius Communications)

         Revenues, prior to payment of affiliate fees, were $15.2 million.
         Affiliate fees were $7.0 million, of which $4.3 million was paid to the
         Company. Affiliate fees paid to the Company are eliminated in
         consolidation.

               Operating Expenses, including affiliate fees, totaled $13.8
               million.

               Operating Income was $0.7 million.

         Radius, which began operations in 1996 in connection with the purchase
         of certain advertising assets, had no revenue or expenses in 1995.

         StarNet, Inc.

         Revenues decreased 8.8% to $8.1 million in 1996 as compared to 1995,
         the net result of the elimination of The Barker (R) and Promoter
         services in November of 1996.

         Direct expenses decreased 12.4% to $9.4 million due primarily to the
         reduction of operational expenses eliminated with the termination of
         The Barker (R) and Promoter services.

         Depreciation and Amortization Expense increased 11.0% to $1.5 million
         for the year ended December 31, 1996, primarily as a result of
         purchasing assets related to The Barker (R).

         Operating loss was $2.8 million for the year ended December 31, 1996,
         as compared to $3.4 million for the prior year.


         Recent Accounting Pronouncements

         The Financial Accounting Standards Board (the "FASB") has recently
         issued its Statement of Financial Accounting Standards ("SFAS") No.
         130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130
         establishes standards for reporting and display of comprehensive income
         and its components in the financial statements. SFAS No. 130 is
         effective for fiscal years beginning after December 15, 1997.
         Reclassification of financial statements for earlier periods provided
         for comparative purposes is required. The Company is in the process of
         determining the preferred format. The adoption of SFAS No. 130 will
         have no impact on the Company's consolidated results of operations,
         financial position or cash flows.

         The FASB has also recently issued its SFAS No. 131, "Disclosures about
         Segments of an Enterprise and Related Information" ( "SFAS No. 131").
         SFAS No. 131 established standards for the way that public business
         enterprises report information about operating segments in interim
         financial reports issued to stockholders. It also established standards
         for related disclosures about products and services, geographic areas,
         and major customers. SFAS No. 131 is effective for financial statements
         for fiscal years beginning after December 15, 1997. Financial statement
         disclosures for prior periods are required to be restated. The Company
         is in the process of evaluating the disclosure requirements. The
         adoption



                                      -10-
<PAGE>

         of SFAS No. 131 will have no impact on the Company's consolidated
         results of operations, financial position or cash flows.


         Liquidity and Capital Resources

         The Company's businesses require cash for operations, debt service,
         capital expenditures and acquisitions. To date, cash requirements have
         been funded by cash flow from operations and borrowings.

         Financing Activities. At December 31, 1997, the Company had aggregate
         total indebtedness of approximately $1,295.3 million. The Company's
         senior indebtedness of approximately $1,001.5 million consisted of: (i)
         three debt obligations in the amount of approximately $45.0 million,
         $10.5 million and $11.6 million (collectively, the "Private Placement
         Notes"); (ii) $687.1 million of 8-3/8% Notes; (iii) $240 million under
         a bank credit facility dated as of June 27, 1996 (the "Bank Credit
         Facility"); and (iv) obligations under capital leases of approximately
         $7.3 million. The Company issued the Private Placement Notes from 1988
         to 1991 in connection with the refinancing of revolving bank debt. The
         Bank Credit Facility consists of a $150 million term loan facility and
         a $300 million revolving credit facility. At December 31, 1997, the
         term loan was fully drawn.

         At December 31, 1997, the only outstanding senior subordinated
         indebtedness was the Company's Subordinated Notes which were issued on
         June 27, 1996 pursuant to a private offering to certain institutional
         and other accredited investors and subsequently exchanged in a
         registered exchange offer for publicly traded Subordinated Notes. The
         Subordinated Notes are general unsecured obligations of the Company
         subordinate in right of payment to all present and future senior
         indebtedness of the Company.

         On February 5, 1998, the Company issued $150 million of 7-5/8% Senior
         Notes due 2008 and $150 million of 8-1/4% Senior Subordinated Notes due
         2008. The proceeds of this offering were used to repay the Private
         Placement Notes, pay off and cancel the Company's bank term loan
         facility and to pay down the revolving credit facility. As of March 27,
         1998, the Company's revolving credit facility had no outstanding
         borrowings.

   
         The Bank Credit Facility contains provisions which limit the Company's
         ability to make certain investments in excess of $50 million in the
         aggregate and prohibiting the Company from having: (i) a ratio of
         operating cash flow for the most recently completed financial quarter
         multiplied by four to senior indebtedness for the quarter ended
         December 31, 1997 through December 30, 1999 in excess of 5.00:1 and
         4.50:1 commencing on December 31, 1999 and thereafter ("Senior Debt
         Leverage Ratio"); and (ii) a ratio of operating cash flow for the
         most recently completed financial quarter multiplied by four to total
         indebtedness in excess of 6.50:1 at December 31, 1997, and declining
         to 6.00:1 commencing on December 31, 1998 and thereafter ("Total Debt
         Leverage Ratio"). The Company expects to refinance the Bank Credit
         Facility in 1998.
    

         The Company's operations are conducted through its direct and indirect
         subsidiaries. As a holding company, the Company has no independent
         operations and, therefore, is dependent on the cash flow of its
         subsidiaries to meet its own obligations, including the payment of
         interest and principal 



                                      -11-
<PAGE>

         obligations on the Company's borrowings. There are no restrictions
         relating to the payment to the Company of dividends, advances or other
         payments by any of the Company's subsidiaries.

         Cash flow generated from continuing operations, excluding changes in
         operating assets and liabilities that result from timing issues and
         considering only adjustments for non-cash charges, was approximately
         $89.1 million for the year ended December 31, 1997 compared to
         approximately $62.2 million for the year ended December 31, 1996. In
         1997, the Company was required to make interest payments of
         approximately $120.6 million on outstanding debt obligations, whereas
         in 1996, the Company was required under its then existing debt
         obligations to make interest payments of approximately $103.8 million.
         This increase was primarily attributable to increased debt incurred by
         the Company in connection with the Acquisitions.

         Future minimum lease payments under all capital leases and
         non-cancelable operating leases for each of the years 1998 through 2001
         are $5.9 million (of which $680,000 is payable to a principal
         stockholder), $5.9 million (of which $714,000 is payable to a principal
         stockholder), $5.5 million (of which $750,000 is payable to a principal
         stockholder) and $3.8 million (of which $788,000 is payable to a
         principal stockholder), respectively.

         The Company has net operating loss carryforwards which it expects to
         utilize notwithstanding recent and expected near term losses. The net
         operating losses begin to expire in the year 2001 and will fully expire
         in 2012. Management bases its expectation on its belief that
         depreciation and amortization expense will level off and that interest
         expense will decline as debt is repaid, resulting in higher levels of
         pretax income.

         In November 1994, Mr. Lenfest and TCI International, Inc. jointly and
         severally guaranteed $67.0 million in program license obligations of
         the distributor of Australis' movie programming. At December 31, 1997,
         the amount subject to the guarantee under the license agreements was
         approximately $47.5 million.

   
         The Company had agreed to indemnify Mr. Lenfest against loss from such
         guaranty to the fullest extent permitted under the Company's debt
         obligations. Under the terms of the Bank Credit Facility, however, Mr.
         Lenfest's claims for indemnification are limited to $33.5 million.
         Effective March 6, 1997, as subsequently amended, Mr. Lenfest released
         the parent Company and its cable operating subsidiaries from their
         indemnity obligation until the last to occur of January 1, 1999 and the
         last day of any fiscal quarter during which the Company could incur the
         indemnity obligation without violating the terms of the Bank Credit
         Facility. Certain of the Company's Unrestricted Subsidiaries have
         agreed to indemnify Mr. Lenfest for his obligations under the
         guarantee. As a result, the Company will remain indirectly liable under
         the Unrestricted Subsidiaries' indemnity.
    

         Capital Expenditures. It is anticipated that during 1998, the Company
         will spend at least $80.0 million for capital expenditures for its Core
         Cable Television Operations. These capital expenditures will be for the
         upgrading of certain of its cable television systems, maintenance and
         other capital projects associated with implementing the Company's
         clustering strategy. The amount of such capital expenditures for years
         subsequent to 1998 will depend on numerous factors, many of which are
         beyond the Company's control. These factors include whether competition
         in a particular market necessitates a cable television system upgrade
         and whether a particular 



                                      -12-
<PAGE>

         cable television system has sufficient capacity to handle new product
         offerings. The Company, however, anticipates that capital expenditures
         for years subsequent to 1998 will continue to be significant.

         Resources. Management believes that the Company has sufficient funds
         available from operating cash flow and from borrowing capacity under
         the Bank Credit Facility to fund its operations, capital expenditure
         plans and debt service throughout 1998. However, the Company's ability
         to borrow funds under the Bank Credit Facility requires that the
         Company be in compliance with the Senior and Total Debt Leverage Ratios
         or obtain the consent of the lenders thereunder to a waiver or
         amendment of the applicable Senior or Total Debt Leverage Ratio.
         Management believes that the Company will be in compliance with such
         Debt Leverage Ratios.


   
         Year 2000 Issue. The Year 2000 Issue is the result of computer programs
         being written using two digits rather than four to define the
         applicable year. Certain of the Company's and supporting vendors'
         computer programs and other electronic equipment have date-sensitive
         software which may recognize "00" as the year 1900 rather than the
         year 2000 (the "Year 2000 Issue"). If this situation occurs, the
         potential exists for computer system failure or miscalculations by
         computer programs, which could cause disruption of operations.

         The Company is in the process of identifying the computer systems that
         will require modification or replacement so that all of the Company's
         systems will properly utilize dates beyond December 31, 1999. The
         Company has initiated communications with most of its significant
         software suppliers to determine their plans for remediating the Year
         2000 Issue in their software which the Company uses or relies upon. The
         Company has retained a consultant to review its systems, to identify
         which systems are in need of remediation and to prepare a remediation
         report. The Company expects to receive the consultant's report and to
         have identified all systems in need of remediation not later than
         September 30, 1998. As it identifies systems in need of remediation,
         the Company will develop and implement appropriate remediation
         measures. The Company expects to complete the remediation processes
         for all of its operations not later than the end of the third quarter
         of 1999. However, there can be no guarantee that the systems of other
         companies on which the Company relies will be converted on a timely
         basis, or that a failure to convert by another company would not have
         material adverse effect on the Company.

    

                                      -13-
<PAGE>

         The net impact of inflation on operations has not been material in the
         last three years due to the relatively low rates of inflation during
         this period. If the rate of inflation increases the Company may
         increase customer rates to keep pace with the increase in inflation,
         although there may be timing delays.

4.   The following paragraphs of Management - Directors and Executive Officers
     are amended and restated in their entirety as follows:

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         MANAGEMENT

         Directors And Executive Officers

   
         H. Chase Lenfest has served as a Director of the Company since December
         1997 and is Director of Local Sales of Lenfest Programming Services,
         Inc. From January 1996 to January 1997, he was the Regional Photo
         Classified Manager of Lenfest Programming Services, Inc. He was
         employed by TelVue Corporation from February 1994 until January 1996.
         From March 1988 to January 1994, he was a stockbroker with Wheat
         First Butcher & Singer. He is the son of H. F. and Marguerite B.
         Lenfest and the nephew of Harry F. Brooks.

         Brook J. Lenfest has served as a Director of the Company since December
         1997 and is Vice President and Director of Operations for StarNet, Inc.
         He has been an officer of StarNet, Inc. since January 1995. Prior to
         assuming his current position, he was Vice President-Business
         Development, Director of Communications and Product Manager for
         StarNet, Inc. From 1993 to 1994, he was Marketing Manager for the
         Company's South Jersey Cablevision (now Lenfest Atlantic, Inc.)
         subsidiary. Prior to 1993, he held various positions at Garden State
         Cablevision. He is the son of H. F. and Marguerite B. Lenfest and the
         nephew of Harry F. Brooks.

         Harry F. Brooks is Executive Vice President and Assistant Secretary of
         the Company. He has been Executive Vice President since 1991 and a Vice
         President since 1983. Mr. Brooks is also Vice President/Assistant
         Treasurer/Assistant Secretary of each of the Company's subsidiaries
         other than TeleSTAR (where he is Treasurer and Assistant Secretary),
         Lenfest Raystay Holdings, Inc. (where he is Vice President and
         Assistant Secretary) and Lenfest Atlantic, Inc. He is the brother of
         Marguerite B. Lenfest and the uncle of Chase Lenfest and Brook
         Lenfest.

         Maryann V. Bryla has been Vice President, Finance of the Company since
         March 1997 and Assistant Secretary since January 1998. Prior to that,
         Ms. Bryla was Assistant Vice President of Finance of the Company since
         November 1996 and Director of Investor Relations since June 1996. From
         March 1993 to June 1996, Ms. Bryla was a lending officer in the
         Telecommunication and Media Lending Division of PNC Bank, N.A. From
         September 1988 to February 1993, she was an Assistant Treasurer and
         Manager in the North America Corporate Finance Syndications Division at
         The Chase Manhattan Bank. Ms. Bryla is also Assistant Secretary of
         Lenfest Clearview, Inc. and StarNet, Inc. and Treasurer of Suburban.
    


                                      -14-
<PAGE>


5.   The following table of Executive Compensation is amended and restated in
     its entirety as follows:

Item 11. EXECUTIVE COMPENSATION.

         The Company has no long-term compensation plans. The following table
         sets forth certain information for the years ended December 31, 1995,
         1996 and 1997 concerning cash and non-cash compensation earned by the
         CEO and the four other most highly compensated executive officers of
         the Company whose combined salary and bonus exceeded $100,000 during
         such periods.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                         Summary Compensation Table
                                                                         Annual Compensation
Name  and                                                                                          All Other
Principal  Position                            Year               Salary            Bonus        Compensation
-------------------                            ----               ------            -----        ------------
<S>                                            <C>        <C>                <C>                <C>              
H.  F.  Lenfest                                1997       $      749,996     $         ---      $  255,022(a) (b)
President  and  CEO                            1996            1,000,000               ---         268,135(a) (b)
                                               1995              500,000           750,000         293,218(a) (b)

Samuel  W.  Morris,  Jr.                       1997       $      262,496     $      25,000      $    8,000(a)
Vice  President  and                           1996              250,000            30,000           7,500(a)
General  Counsel                               1995              200,000           100,000           7,500(a)

Robert  Lawrence                               1997       $      206,596     $      20,000      $    8,000(a)
Executive  Vice  President                     1996              190,000               ---           7,500(a)
Suburban                                       1995              115,000            15,500           5,750(a)

Debra  A.  Krzywicki                           1997       $      189,404     $         ---      $    8,000(a)
Executive  Vice  President                     1996              170,000               ---           7,500(a)
Suburban                                       1995              105,000               ---           5,250(a)

   
Harry  F.  Brooks                              1997       $      157,500     $      42,500      $    8,000(a)
Executive  Vice  President                     1996              150,000               ---           7,500(a)
                                               1995              135,000               ---           6,750(a)
</TABLE>
         (a) Matching contributions under the Company's 401(k) Plan for the
         individuals in years noted. The contribution for Mr. Lenfest for the
         years 1997, 1996 and 1995 were $8,000, $7,500 and $7,500,
         respectively.
         (b) Pursuant to agreements between the Company and a foundation and
         trusts created by H. F. Lenfest, the foundation and the trusts have
         purchased split-dollar life insurance policies on H. F. Lenfest's life
         and on the joint lives of Mr. Lenfest and his wife, Marguerite Lenfest,
         an officer and director of the Company. Under these agreements, the
         Company pays the entire premium. The trusts and foundation are the
         beneficiaries of the insurance policies. However, the Company has been
         granted a security interest in the death benefits of each policy equal
         to the sum of all premium payments made by the Company. These
         arrangements are designed so that if the assumptions made as to
         mortality experience, policy dividends and expenses are realized, the
         Company, upon the deaths of Mr. and Mrs. Lenfest or the surrender of
         the policies, will recover all of its insurance premium payments. The
         premiums paid by the Company in 1997, 1996 and 1995 pursuant to these
         arrangements were $346,043, $346,043 and $325,471, respectively. The
         amounts in this column include the present value of such premium
         payments using an imputed interest rate, such present value calculated
         based upon Mr. and Mrs. Lenfest's remaining life expectancy, which
         totaled $247,022, $260,635 and $232,985 in 1997, 1996 and 1995,
         respectively. In addition, in 1995, Mr. Lenfest received $52,733 of
         additional compensation, of which $50,213 consisted of the payment by
         the Company of expenses incurred by Mr. Lenfest in connection with
         personal investments.

    


                                      -15-
<PAGE>

   
6.   The following paragraph of Certain Relationships and Related Transactions
     is amended and restated in its entirety as follows:

         The Company had agreed to indemnify Mr. Lenfest against loss from such
         guaranty to the fullest extent permitted under the Company's debt
         obligations. Under the terms of the Bank Credit Facility, however, Mr.
         Lenfest's claims for indemnification are limited to $33.5 million.
         Effective March 6, 1997, as subsequently amended, Mr. Lenfest released
         the parent Company and its cable operating subsidiaries from their
         indemnity obligation until the last to occur of January 1, 1999 and the
         last day of any fiscal quarter during which the Company could incur the
         indemnity obligation without violating the terms of the Bank Credit
         Facility. Certain of the Company's Unrestricted Subsidiaries have
         agreed to indemnify Mr. Lenfest for his obligations under the
         guarantee. As a result, the Company will remain indirectly liable under
         the Unrestricted Subsidiaries' indemnity.

7.   The list of financial statements filed as a part of this report is amended
     and restated in its entirety as follows:
    

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

         (a)(1) Financial Statements.

         The following financial statements are filed as part of the report:

         LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES 
         Report of Independent Certified Public Accountants
         Consolidated Balance Sheets, December 31, 1996 and 1997
         Consolidated Statements of Operations, Years Ended
            December 31, 1995, 1996 and 1997
         Consolidated Statements of Changes in Stockholders' Equity (Deficit),
            Years Ended December 31, 1995, 1996 and 1997
         Consolidated Statements of Cash Flows,
            Years Ended December 31, 1995, 1996 and 1997
         Notes to Consolidated Financial Statements

         GARDEN STATE CABLEVISION L.P.
         Report of Independent Public Accountants
         Balance Sheets, December 31, 1996 and 1997
         Statements of Operations, Years Ended December 31, 1995, 1996 and 1997
         Statements of Cash Flows, Years Ended December 31, 1995, 1996 and 1997
         Statements of Partners' (Deficit) Capital, Years Ended
         December 31, 1995, 1996 and 1997
         Notes to Financial Statements


         (a)(2) Independent Certified Public Accountants' Report and Financial
                Statement Schedule.

            The following Independent Certified Public Accountants' Report and
Financial Statement Schedule are filed as a part of the report:

             (i)  Report of Independent Certified Public Accountants on Schedule
            (ii)  Schedule II -- Valuation and Qualifying Accounts




                                      -16-
<PAGE>

   
8.   The index to Consolidated Financial Statements is amended and restated in
     its entirety as follows:
    


                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
<S>                                                                                         <C>
FINANCIAL STATEMENTS

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

Report of Independent Certified Public Accountants .....................................   F-2
                                                                                          
Consolidated Balance Sheets, December 31, 1996 and 1997  ...............................   F-3
                                                                                          
Consolidated Statements of Operations, Years Ended December 31, 1995, 1996 and 1997  ...   F-5
                                                                                          
Consolidated Statements of Changes in Stockholders' Equity (Deficit),                     
  Years Ended December 31, 1995, 1996 and 1997  ........................................   F-6
                                                                                          
Consolidated Statements of Cash Flows, Years Ended December 31, 1995, 1996 and 1997  ...   F-7
                                                                                          
Notes to Consolidated Financial Statements .............................................   F-9
                                                                                         
   
GARDEN STATE CABLEVISION L.P

Report of Independent Public Accountants ...............................................  F-38

Balance Sheets, December 31, 1996 and 1997 .............................................  F-39

Statements of Operations, Years Ended December 31, 1995, 1996 and 1997 .................  F-40

Statements of Cash Flows, Years Ended December 31, 1995, 1996 and 1997 .................  F-41

Statements of Partners' (Deficit) Capital, Years Ended December 31, 1995, 1996 and 1997   F-42

Notes to Financial Statements .........................................................   F-43

FINANCIAL STATEMENTS SCHEDULE

Report of Independent Certified Public Accountants on Schedule ........................   F-49

Schedule II - Valuation and Qualifying Accounts .......................................   F-50
    
</TABLE>

                                      -17-


<PAGE>


   
9.   The Report of Independent Certified Public Accountants is amended and
     restated in its entirety as follows:
    

         To the Board of Directors and Stockholders
         Lenfest Communications, Inc. and Subsidiaries:


         We have audited the accompanying consolidated balance sheets of Lenfest
         Communications, Inc. (a Delaware corporation) and subsidiaries as of
         December 31, 1996 and 1997, and the related consolidated statements of
         operations, changes in stockholders' equity (deficit) and cash flows
         for each of the years in the three-year period ended December 31, 1997.
         These consolidated financial statements are the responsibility of the
         Company's management. Our responsibility is to express an opinion on
         these consolidated financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
         standards. Those standards require that we plan and perform the audit
         to obtain reasonable assurance about whether the consolidated financial
         statements are free of material misstatement. An audit includes
         examining, on a test basis, evidence supporting the amounts and
         disclosures in the consolidated financial statements. An audit also
         includes assessing the accounting principles used and significant
         estimates made by management, as well as evaluating the overall
         consolidated financial statement presentation. We believe that our
         audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
         present fairly, in all material respects, the financial position of
         Lenfest Communications, Inc. and subsidiaries as of December 31, 1996
         and 1997, and the results of their operations and their cash flows for
         each of the years in the three-year period ended December 31, 1997, in
         conformity with generally accepted accounting principles.

         As discussed in Note 2 to the financial statements, the Company has
         sold substantially all of the assets of MicroNet, Inc. and MicroNet
         Delmarva Associates, L.P., wholly owned subsidiaries of the Company.
         Prior period financial statements have been restated to reflect the
         continuing operations of the Company.



   
         Pressman Ciocca Smith LLP
         Hatboro, Pennsylvania
         March 4, 1998 (except as to the sixth paragraph of Note
         12 and the first paragraph and second paragraph of Note 20,
         as to which the date is June 22, 1998)
    


                                      -18-
<PAGE>


   
10.  Notes 1, 8, 12, 20 and 22 to Consolidated Financial Statements are amended
     and restated in their entirety as follows:
    


         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant accounting policies of Lenfest
         Communications, Inc. and subsidiaries ("the Company") is presented to
         assist in understanding its financial statements. These accounting
         policies conform to generally accepted accounting principles and have
         been consistently applied in the preparation of the consolidated
         financial statements.

         Business Activities and Concentrations of Credit Risk

         The Company, through its cable subsidiaries, owns and operates clusters
         of cable television systems located in the suburbs of Philadelphia,
         Pennsylvania, from Harrisburg, Pennsylvania through Wilmington,
         Delaware and south through Atlantic City, New Jersey. In addition, the
         Company, through its non-cable subsidiaries, sells advertising for
         cable television systems and provides satellite delivered cross channel
         tune-in promotional services for cable television. The Company's
         ability to collect the amounts due from customers is primarily affected
         by economic fluctuations in these geographic areas.

         The Company maintains cash balances at several financial institutions
         located primarily in the Philadelphia Area. Accounts at each
         institution are insured by either the FDIC or another institutional
         insurance fund up to $100,000 and $500,000, respectively. The Company
         maintains cash balances in excess of the insured amounts.

         Basis of Consolidation, Change in Reporting Entity and Restatement

         The consolidated financial statements include the accounts of Lenfest
         Communications, Inc. and those of all wholly owned subsidiaries. In
         addition, effective 1995, the accounts of L-TCI Associates, a
         partnership that is owned approximately eighty percent (80%) by the
         Company, are also included. Significant intercompany accounts and
         transactions have been eliminated in consolidation.

         During 1996, the Company acquired an additional 50% interest in
         Atlantic Communication Enterprises, which increased its holdings to
         100%. Accordingly, the Company changed its method of accounting for
         this investment from the equity method to consolidation as required by
         generally accepted accounting principles. This change in consolidation
         policy had no effect on net loss for 1995 or 1996. Since the amounts
         are not material and have no effect on net loss, the prior period
         financial statements were not restated to reflect the change in
         consolidation policy.

         The prior period financial statements have been restated to reflect the
         continuing operations of the Company. See Note 2 - Discontinued
         Operations.

         Use of Estimates

         The preparation of the consolidated financial statements in conformity
         with generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amount of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the consolidated financial statements and
         reported amount of revenues and expenses during the reporting period.
         Actual results could differ from those estimates. 



                                      -19-
<PAGE>

         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

         Cash and Cash Equivalents

         Cash and cash equivalents consist of cash on hand and marketable debt
         securities with original maturities of three months or less.

         Inventories

         Inventories are stated at the lower of cost or market on a first-in,
         first-out basis. Inventories consist of equipment assembled and sold by
         some of the Company's non-cable wholly owned subsidiaries.

         Property and Equipment

   
         Property and equipment are stated at cost. For the newly acquired
         systems or companies, the purchase price has been allocated to net
         assets on the basis of fair market values as determined by the
         reproduction cost technique which involves determining the current cost
         of all labor, materials and overhead necessary to create the assets,
         and then deducting allowances for depreciation and obsolescence.
         Depreciation is provided using the accelerated and straight-line
         methods of depreciation for financial reporting purposes at rates based
         on estimated useful lives. For income tax purposes, recovery of capital
         costs for property and equipment is made using accelerated methods over
         statutory recovery periods.
    

         Expenditures for renewals and betterments that extend the useful lives
         of property and equipment are capitalized. Expenditures for maintenance
         and repairs are charged to expense as incurred.

         Capitalization of Self Constructed Assets

   
         All costs attributable to cable television plant, including materials,
         direct labor, and construction overhead are capitalized. Initial
         customer installation costs, including material, labor and overhead are
         capitalized and depreciated over eight years. The costs of subsequently
         disconnecting and reconnecting are charged to expense. Installation
         income has been fully recognized.
    

         Deferred Franchise Costs, Goodwill and Other Intangible Assets

   
         Deferred franchise costs, goodwill and other intangible assets acquired
         in connection with the purchases of cable systems and other companies
         have been valued at acquisition cost on the basis of the allocation of
         the purchase price on a fair market value basis to net assets as
         determined by the projected earnings method which discounts projected
         earnings over a fifteen year period to a present value. Additions to
         these assets are stated at cost. Other intangible assets consist of
         debt acquisition costs, organization costs and covenants not to
         compete. Goodwill represents the cost of acquired cable systems and
         companies in excess of amounts allocated to specific assets based on
         their fair market values. Deferred franchise costs are amortized on the
         straight-line method over the legal franchise lives, generally 10 to 20
         years. Other intangible assets are being amortized on the straight-line
         method over their legal or estimated useful lives, generally ranging
         from 5 to 10 years. Goodwill is amortized on the straight-line method
         over 20 to 40 years.
    

                                      -20-
<PAGE>

         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

         Valuation of Long-Lived Assets

   
         In accordance with Statement of Financial Accounting Standards No. 121
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed of", the Company assesses, on an on-going basis,
         the recoverability of long-lived assets based on estimates of future
         undiscounted cash flows for the applicable business acquired compared
         to net book value. Long-lived assets include property and equipment,
         deferred franchise costs, goodwill and other intangible assets. If the
         future undiscounted cash flow estimate is less than net book value, net
         book value is then reduced to the undiscounted cash flow estimate. The
         Company also evaluates the depreciation and amortization periods of
         tangible and intangible assets to determine whether events or
         circumstances warrant revised estimates of useful lives. As of December
         31, 1997, management believes that no revisions to the remaining useful
         lives or writedowns of long-lived assets are required.
    





                                      -21-
<PAGE>
         NOTE 8 - INVESTMENTS IN AFFILIATES INCLUDING GARDEN STATE CABLEVISION
         L.P.

         The Company, through several subsidiaries, owns non-controlling
         interests in several general partnerships and corporations. Any
         subsidiary of the Company that is a general partner is, as such,
         liable, as a matter of partnership law, for all debts of such
         partnership. Investments and advances in affiliates accounted for under
         the equity method amounted to $41,333,000 and $46,471,000 at December
         31, 1996 and 1997, respectively. Net losses recognized under the equity
         method for the years ended December 31, 1995, 1996 and 1997 were
         $10,682,000, $17,870,000 and $7,334,000, respectively. Under the equity
         method, the initial investments are recorded at cost. Subsequently, the
         carrying amount of the investments are adjusted to reflect the
         Company's share of net income or loss of the affiliates as they occur.
         Losses in excess of amounts recorded as investments on the Company's
         books have been offset against loans and advances to these
         unconsolidated affiliates to the extent they exist.

         The Company, through its subsidiary, Lenfest Jersey, Inc., owns a
         10.005% general partnership interest and a 39.995% limited partnership
         in Garden State Cablevision L.P. (Garden State), a cable company
         serving approximately 208,000 customers in southern New Jersey at
         December 31, 1997. Under a consulting agreement, the Company advises
         Garden State on various operational and financial matters for a
         consulting fee that was equal to 1.5% of Garden State's gross revenues.
         On January 10, 1995, in connection with the increase in ownership
         described in Note 5, the consulting fee was changed to 3% of gross
         revenues. Due to restrictions contained in Garden State's debt
         agreements, the payment of a portion of these fees had been deferred.
         In December 1996, the Company received a $50 million distribution from
         Garden State. The distribution received included $8.1 million of prior
         accrued management fees that had been deferred. Garden State also
         obtains its cable television programming from Satellite Services, Inc.
         through the Company. The programming services are at a rate which is
         not more than Garden State could obtain independently. For the years
         ended December 31, 1995, 1996 and 1997, the total programming obtained
         through the Company was approximately $11,985,000, $13,659,000 and
         $14,650,000, respectively.

         The Company accounts for its investment in Garden State under the
         equity method. Effective January 10, 1995, the Company is allocated a
         total of 50% of Garden State's losses. Previously, the Company was
         allocated 49.5% of losses. In addition, the Company is required to make
         up its partner capital deficits upon the termination or liquidation of
         the Garden State partnership. Because of the requirement to make up
         capital deficits, the accompanying financial statements reflect equity
         in accumulated losses, net of related receivable, in excess of the
         investments in Garden State in the amount of $72,454,000 and
         $77,880,000 at December 31, 1996 and 1997, respectively.

Summarized audited financial information of Garden State, accounted for under
the equity method, at December 31, 1996 and 1997, is as follows:
<TABLE>
<CAPTION>
                                                                                 1996                  1997
                                                                           ---------------        ---------------
                                                                                (Dollars in thousands)
<S>                                                                         <C>                   <C>          
Financial Position                                                      
                                                                        
Cash and cash equivalents                                                   $       4,858         $       5,271
Accounts receivable, net                                                            2,683                 3,551
Other current assets                                                                1,033                   666
Property and equipment, net                                                        75,920                83,863
Deferred assets, net                                                               85,204                55,938
                                                                           --------------        --------------
                                                                          
                                       TOTAL ASSETS                         $     169,698         $     149,289
                                                                           ==============        ==============
                                                                          
Debt                                                                        $     333,000         $     324,000
Liabilities to the Company                                                          3,246                 3,579
Accounts payable and accrued expenses                                              13,674                12,388
Customer prepayments and deposits                                                     947                   875
Other liabilities                                                                   1,098                 1,523
Partners' deficit                                                                (182,267)             (193,076)
                                                                           --------------        --------------
                                                                           
                                                                           
                                       TOTAL LIABILITIES AND DEFICIT        $     169,698         $     149,289
                                                                           ==============        ==============
</TABLE>



                                      -22-
<PAGE>
         NOTE 8 - INVESTMENTS IN AFFILIATES INCLUDING GARDEN STATE CABLEVISION
         L.P. - (continued)
<TABLE>
<CAPTION>
                                                                  1995                 1996                 1997
                                                             --------------       --------------       --------------
                                                                           (Dollars in thousands)
<S>                                                          <C>                  <C>                  <C>          
Results of Operations

Revenues                                                     $      91,771        $     100,756        $     109,126
Operating expenses                                                 (40,595)             (43,608)             (45,902)
Depreciation and amortization                                      (46,976)             (48,524)             (44,698)
                                                             --------------       --------------       --------------

                                     OPERATING INCOME                4,200                8,624               18,526

Interest expense                                                   (19,166)             (16,405)             (22,787)
Other expense                                                       (5,590)              (6,045)              (6,548)
                                                             --------------       --------------       --------------

                                             NET LOSS        $     (20,556)       $     (13,826)       $     (10,809)
                                                             ==============       ==============       ==============

Cash Flows

Cash flows from operating activities                         $      30,452        $      26,132        $      32,815
Cash flows from investing activities                               (14,794)             (22,759)             (23,308)
Cash flows from financing activities                               (17,009)              (1,774)              (9,094)
                                                             --------------       --------------       --------------

                          INCREASE (DECREASE) IN CASH
                                 AND CASH EQUIVALENTS               (1,351)               1,599                  413

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR                                               4,610                3,259                4,858
                                                             --------------       --------------       --------------

                            CASH AND CASH EQUIVALENTS
                                       AT END OF YEAR        $       3,259        $       4,858        $       5,271
                                                             ==============       ==============       ==============

</TABLE>
Summarized financial information of affiliates other than Garden State,
accounted for under the equity method, at December 31, 1996 and 1997, is as
follows:
<TABLE>
<CAPTION>

                                                                                    1996                  1997
                                                                              ---------------        ---------------
                                                                                   (Dollars in thousands)
<S>                                                                            <C>                   <C>          
Financial Position

Cash and cash equivalents                                                      $       5,972         $       6,595
Accounts receivable, net                                                              11,071                16,793
Other current assets                                                                  13,071                31,658
Property and equipment, net                                                          172,864               209,333
Due from related party (not the Company)                                                 533                     -
Deferred tax asset                                                                     8,730                   550
Other assets, net                                                                     44,806                62,000
                                                                               --------------        --------------
                                                           TOTAL ASSETS        $     257,047         $     326,929
                                                                               ==============        ==============
</TABLE>

                                      -23
<PAGE>


         NOTE 8 - INVESTMENTS IN AFFILIATES INCLUDING GARDEN STATE CABLEVISION
         L.P. - (continued)

<TABLE>
<CAPTION>
                                                                                    1996                  1997
                                                                              ---------------        ---------------
                                                                                   (Dollars in thousands)
<S>                                                                            <C>                   <C>          
Financial Position - (continued)

Liabilities to the Company                                                     $       2,375         $       4,435
Accounts payable and accrued expenses                                                 47,202                44,131
Debt                                                                                 135,086               136,089
Deferred tax liability                                                                11,943                12,343
Payable to related party (not the Company)                                            67,136                90,991
Other liabilities                                                                      9,195                29,985
Equity (deficit)                                                                     (15,890)                8,955
                                                                               --------------        --------------
                                                      TOTAL LIABILITIES
                                                             AND EQUITY        $     257,047         $     326,929
                                                                               ==============        ==============



                                                                  1995                 1996                 1997
                                                            ---------------      ---------------      ---------------
                                                                           (Dollars in thousands)
Results of Operations

Revenues                                                     $     124,171        $     125,534        $     156,405
Operating expenses                                                 (84,615)             (96,909)            (120,782)
Depreciation and amortization                                      (15,876)             (25,755)             (32,357)
                                                             --------------       --------------       --------------

                                     OPERATING INCOME               23,680                2,870                3,266

Interest expense                                                    (8,988)             (16,964)             (18,284)
Other income and expense (net)                                      (2,548)               1,054                9,565
                                                             --------------       --------------       --------------

                                    NET INCOME (LOSS)        $      12,144        $     (13,040)       $      (5,453)
                                                             ==============       ==============       ==============

Cash Flows

Cash flows from operating activities                         $      18,146        $       6,070        $      35,378
Cash flows from investing activities                               (24,598)             (57,436)             (74,331)
Cash flows from financing activities                                 4,289               46,450               34,153
                                                             --------------       --------------       --------------

                               NET (DECREASE) IN CASH
                                 AND CASH EQUIVALENTS        $      (2,163)       $      (4,916)       $      (4,800)
                                                             ==============       ==============       ==============


</TABLE>


                                      -24-
<PAGE>

         NOTE 8 - INVESTMENTS IN AFFILIATES INCLUDING GARDEN STATE CABLEVISION
         L.P. - (continued)

   
         The following table of the Company's investments, other than Garden
         State, accounted for under the equity method, reflects ownership
         percentage as of December 31, 1997, and the carrying amount, including
         related receivables, as of December 31, 1996 and 1997:
    
<TABLE>
<CAPTION>

   
                                                            December 31, 1997
                                                                 Ownership       
                                                                 Percentage          1996                 1997
                                                            ------------------  ---------------       ---------------
                                                                                         (Dollars in thousands)
<S>                                                               <C>         <C>                    <C>          
Susquehanna Cable Co. Subsidiaries ("SCC Subs")(Note 9)             30%         $      10,880          $      10,671
The Box Worldwide, Inc. ("Box") (Note 5)                             -                  4,161                      -
Raystay Co. ("Raystay") (Note 5)                                    45%                 6,981                 11,807
Videopole (Note 5)                                                  29%                 9,015                 11,117
MetroNet Communications and GlobeNet ("MetroNet")                   50%                 1,674                  1,086
Hyperion Telecommunications of Harrisburg ("Hyperion")              50%                 1,043                    217
Sneak Prevue, L.L.C. ("Sneak Prevue") (Note 5)                      28%                 3,091                  2,512
Clearview Partners ("Clearview") (Note 5)                           30%                 1,825                  1,825
Cable Adcom ("Adcom")                                               50%                 1,481                  1,533
Philadelphia Interconnect ("Interconnect") (Note 5)                 72%                     -                  3,843
Others                                                                                  1,182                  1,860
                                                                              ---------------         --------------
                                                                                $      41,333          $      46,471
                                                                              ===============         ==============

</TABLE>
         The carrying amounts of Garden State, SCC Subs and Raystay at December
         31, 1997 include excess purchase accounting adjustments of $14,252,000,
         $24,732,000 and $12,023,000, respectively. The excess amounts are being
         written off based on the depreciation and amortization methods and
         lives of the related tangible and intangible assets. None of the
         investments in common stock at December 31, 1997 have quoted market
         prices available.
    

         Lenfest York, Inc., a subsidiary of the Company, owns a 30% equity
         interest in five subsidiaries of Susquehanna Cable Co. Suburban Cable
         TV Co. Inc., a wholly owned subsidiary of the Company, owns a 50%
         general partnership interest in Cable Adcom. Cable Adcom is a cable
         advertising interconnect that serves the Harrisburg, Pennsylvania, Area
         of Dominant Influence ("ADI"). The Company's indirect, wholly owned
         subsidiary, LenNet, Inc., owns a 50% general partnership interest in
         MetroNet Communications, a company that provides microwave
         transmissions of voice and data between two points of presence for its
         customers located throughout the United States and a 50% general
         partnership interest in GlobeNet, a company that provides international
         call back telephone service for its customers located in foreign
         countries. The Company's wholly owned subsidiary, Lenfest Telephony,
         Inc., owned a 50% partnership interest in Hyperion Telecommunications
         of Harrisburg (See Note 26).



                                      -25-
<PAGE>

         NOTE 8 - INVESTMENTS IN AFFILIATES INCLUDING GARDEN STATE CABLEVISION
         L.P. - (continued)

         The following table reflects the Company's share of earnings or losses
         of Garden State and each of the aforementioned affiliates:

<TABLE>
<CAPTION>

                                                                  1995                 1996                 1997
                                                            ---------------      ---------------      ---------------
                                                                          (Dollars in thousands)
<S>                                                            <C>                  <C>                  <C>            
Garden State                                                   $ (8,527)           $  (5,068)           $  (3,340)
SCC Subs                                                         (1,263)              (1,010)                (208)
Box                                                                 132               (2,671)              (1,414)
Raystay                                                            (886)              (1,575)               4,826
Videopole                                                        (2,644)              (7,408)              (7,200)
BCA                                                               1,711                   50                    -
MetroNet                                                            190                  (92)                  81
Hyperion                                                              -                 (734)                (826)
Sneak Prevue                                                          -                 (326)                (426)
Clearview                                                             -                 (100)                   -
Adcom                                                               530                1,070                  851
Interconnect                                                          -                    -                  359
Other                                                                75                   (6)                 (37)
                                                               --------            ---------            ---------
                                                               $(10,682)           $ (17,870)           $  (7,334)
                                                               ========            =========            =========
</TABLE>

         CAH, Inc., a subsidiary of the Company, owned a 41.67% general
         partnership interest in Bay Area Interconnect d/b/a By Cable
         Advertising ("BCA"), a cable advertising interconnect serving the San
         Francisco, California, ADI (See Note 5).



                                      -26-
<PAGE>

         NOTE 12 - MARKETABLE SECURITIES

         The Company's investment in the securities of Australis Media Limited
         ("Australis") consists of 77,982,000 shares of voting common stock and
         269,427,000 non-voting convertible debentures. The debentures are
         classified as equity securities by Australis as the debentures are
         unsecured non-voting securities that have interest entitlements
         equivalent in both timing and amount to the dividend entitlements
         attaching to common stock and will be subordinated to all creditors
         other than common stock shareholders upon any liquidation or winding
         up. The convertible debentures will not be redeemable for cash but will
         be convertible into ordinary shares on a one-for-one basis providing
         that certain conditions are met.

         The aggregate cost and market values of the securities at December 31,
         1996 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                                      Gross
                                                                 Aggregate          Unrealized            Fair
                                                                   Cost            Gain (Loss)            Value
                                                               --------------    -----------------    --------------
                                                                          (Dollars in thousands)
<S>                                                           <C>                <C>                 <C>          
December 31, 1996

Australis Media Limited convertible debentures                $      33,687      $      (7,952)      $      25,735
Australis Media Limited common stock                                 10,885             (2,505)              8,380
Australis Media Limited discount notes                               41,026                  -              41,026
Other marketable equity securities                                    3,781                908               4,689
                                                              --------------     --------------      --------------

                                                              $      89,379      $      (9,549)      $      79,830
                                                              ==============     ==============      ==============
December 31, 1997

Other marketable equity securities                            $       6,366      $       8,086       $      14,452
                                                              ==============     ==============      ==============
</TABLE>

         In December 1993, the Company acquired 11,000,000 shares of the voting
         stock and 173,000,000 non-voting debentures of Australis for
         $90,972,000. As of August 12, 1996, the Australis securities held by
         the Company had a market value of approximately $24.0 million. Due to
         uncertainty regarding the long-term financing of Australis, the Company
         determined that the decline in market value was other than temporary
         and, accordingly, the Company recognized a loss of $66.9 million, as of
         June 30, 1996, resulting from a write-down of the Australis investment
         from cost in the accompanying consolidated statement of operations. The
         write-down established a new cost basis in the Australis investment.

         On October 31, 1996, the Company purchased senior subordinated discount
         notes of Australis Holding Pty Limited, with a face value of
         $71,339,000, and 71,339 warrants for an aggregate of $40 million. These
         discount notes and warrants were sold in May 1997, for $41.5 million.
         In connection with the long-term financing, the Company purchased
         43,482,000 shares of voting stock and 49,188,779 non-voting debentures
         for an aggregate of $40 million. At the time of the transaction, these
         securities had a fair value of $13.6 million, and the Company
         recognized a loss of $26.4 million in the accompanying statement of
         operations.

         On December 23, 1996, the Company received 18,000,000 shares of voting
         stock and 52,238,547 non-voting debentures of Australis in connection
         with the termination of a technical services agreement with Australis
         and also received 500,000 shares of voting stock for late repayment of
         a loan to the Company by Australis. The securities were recorded at the
         fair value when received, which was $7.0 million and the income
         recognized has been offset against the 



                                      -27-
<PAGE>

         NOTE 12 - MARKETABLE SECURITIES - (continued)

         recognized losses on the decline in market value. On December 23, 1996,
         the Company converted 5,000,000 non-voting debentures of Australis into
         5,000,000 shares of voting stock.

   
         At December 31, 1997, the Australis securities were no longer listed on
         the Australian Stock Exchange and were considered to be worthless. The
         Company determined that the decline in market value was other than
         temporary and, accordingly, recognized a loss of $44.6 million,
         resulting from a write-down of the Australis investment. On May 5,
         1998, the Trustee for the holders of Australis' bond indebtedness
         appointed receivers in order to wind up the affairs of Australis.
         Subsequent thereto, Australis' assets were liquidated and it has ceased
         to conduct business.
    

         In accordance with the Statement of Financial Accounting Standards No.
         115, "Accounting for Certain Investments in Debt and Equity
         Securities", all of the Company's securities are considered to be
         available for sale. Net realized gains from the sale of marketable
         securities, in the amount of $13,517,000, $342,000 and $468,000 are
         included in other income and expense (net) in 1995, 1996 and 1997,
         respectively. The 1995 net realized gains includes a net gain of
         approximately $13,100,0000 from the sale of its QVC, Inc. stock
         holdings. The specific identification method is used to determine the
         cost of each security at the time of sale.

         NOTE 20 - COMMITMENTS AND CONTINGENCIES

         Mr. Lenfest, on behalf of the Company, and TCI have jointly and
         severally guaranteed an aggregate of $67 million obligation of
         Australis incurred in connection with the purchase of program licenses
         in April 1995. The terms of the guarantees provide that the amount of
         the guarantees will be reduced on a dollar-for-dollar basis with
         payments made by Australis under the licenses. The Company has agreed
         to indemnify Mr. Lenfest against loss from such guaranty to the fullest
         extent permitted under the Company's debt obligations. Under the terms
         of its bank credit facility, however, Mr. Lenfest's claims for
         indemnification are limited to $33.5 million. Effective March 6, 1997,
         as subsequently amended, Mr. Lenfest released the parent Company and
         its cable operating subsidiaries from their indemnity obligation until
         the last to occur of January 1, 1999 and the last day of any fiscal
         quarter during which the Company could incur the indemnity obligation
         without violating the terms of its bank credit facility. Certain of the
         Company's non-cable subsidiaries have agreed to indemnify Mr. Lenfest
         for his obligations under the guarantee. As a result, the Company will
         remain indirectly liable under the non-cable subsidiaries' indemnity. 
         At December 31, 1997, the amount subject to guarantee under the license
         agreements was approximately $47.5 million.

   
         On January 20, 1995, an individual (the "Plaintiff") filed suit in the
         Federal Court of Australia, New South Wales District Registry against
         the Company and several other entities and individuals (the
         "Defendants") including Mr. Lenfest, involved in the acquisition of a
         company owned by the Plaintiff, the assets of which included the right
         to acquire Satellite License B from the Australian government. The
         Plaintiff alleges that the Defendants defrauded him by making certain
         representations to him in connection with the acquisition of his
         company and claims total damages of A$718 million (approximately U.S.
         $467 million as of December 31, 1997). The Plaintiff also alleges that
         Australis and Mr. Lenfest owed to him a fiduciary duty and that both
         parties breached this duty. The Defendants have denied all claims made
         against them by the Plaintiff and stated their belief that the
         Plaintiff's allegations are without merit. They are defending this
         action vigorously. The trial in this action began on February 2, 1998,
         and is expected to last until sometime in the third quarter of 1998.
    

                                      -28-
<PAGE>


         NOTE 22 - SEGMENT INFORMATION

         The Company operates primarily in the cable television industry.
         Certain subsidiaries of the Company operate in other industries which
         provide promotional, cable advertising traffic and billing services.
         Information concerning continuing operations by industry segment as of
         and for each of the three years ended December 31, was as follows:

<TABLE>
<CAPTION>
                                                            Cable                  Other                  Total
                                                       ---------------        ---------------        ---------------
                                                                       (Dollars in thousands)
<S>                                                     <C>                    <C>                   <C>          
Year Ended December 31, 1995

Revenues                                                $     232,155          $      22,070         $     254,225
                                                        ==============         ==============        ==============

Operating income (loss)                                 $      44,199          $      (9,359)        $      34,840
                                                        ==============         ==============        ==============

Depreciation and amortization                           $      71,054          $       3,218         $      74,272
                                                        ==============         ==============        ==============
   
Equity in net income (losses) of
 unconsolidated affiliates                              $     (13,320)         $       2,638         $     (10,682)
                                                        ==============         ==============        ==============
    

Capital expenditures, including
 acquisitions                                           $      47,658           $       5,324         $      52,982
                                                        ==============         ==============        ==============

   
Identifiable assets                                     $     740,063           $      91,382         $     831,445
                                                        ==============         ==============        ==============
    


                                                            Cable                  Other                  Total
                                                       ---------------        ---------------        ---------------
                                                                       (Dollars in thousands)


Year Ended December 31, 1996

Revenues                                                $      354,561          $      27,249         $     381,810
                                                        ==============         ==============        ==============

Operating income (loss)                                 $       70,135          $     (15,543)        $      54,592
                                                        ==============         ==============        ==============

Depreciation and amortization                           $      107,115          $       4,162         $     111,277
                                                        ==============         ==============        ==============

   
Equity in net (losses) of
 unconsolidated affiliates                              $      (15,161)         $      (2,709)        $     (17,870)
                                                        ==============         ==============        ==============
    

Capital expenditures, including
 acquisitions                                           $      655,735          $      11,294         $     667,029
                                                        ==============         ==============        ==============

   
Identifiable assets                                     $    1,116,214          $      84,603         $   1,200,817
                                                        ==============         ==============        ==============
    

</TABLE>


                                      -29-
<PAGE>

         NOTE 22 - SEGMENT INFORMATION - (continued)

<TABLE>
<CAPTION>

Year Ended December 31, 1997

<S>                                                     <C>                    <C>                   <C>          
Revenues                                                $      413,792          $      33,598         $     447,390
                                                        ==============         ==============        ==============

Operating income (loss)                                 $       75,577          $     (12,793)        $      62,784
                                                        ==============         ==============        ==============

Depreciation and amortization                           $      124,973          $       4,966         $     129,939
                                                        ==============         ==============        ==============

   
Equity in net (losses) of unconsolidated
 affiliates                                             $       (5,922)         $      (1,412)        $      (7,334)
                                                        ==============         ==============        ==============
    

Capital expenditures, including
 acquisitions                                           $      172,010          $       7,009         $     179,019
                                                        ==============         ==============        ==============

   
Identifiable assets                                     $    1,173,358          $      43,702        $    1,217,060
                                                        ==============         ==============        ==============
    
</TABLE>





                                      -30-
<PAGE>

   
11. The Financial Statements have been amended to include the following
    Financial Statements of Garden State Cablevision L.P.:
    


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To Garden State Cablevision L.P.:

   
We have audited the accompanying balance sheet of Garden State Cablevision L.P.
(a Delaware Limited Partnership) as of December 31, 1996 and 1997, and the
related statements of operations, cash flows and partners' deficit for each of
the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
    

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Garden State Cablevision L.P.
as of December 31, 1996 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.


                                                             ARTHUR ANDERSEN LLP


Philadelphia, Pa.,
    January 28, 1998

                                      -31-

<PAGE>



                          GARDEN STATE CABLEVISION L.P.


                                  BALANCE SHEET

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                                    ------------       
                                                                              1996                1997
                                                                         -------------        ------------
                                ASSETS

<S>                                                                      <C>                  <C>
CURRENT ASSETS
     Cash and cash equivalents                                           $       4,858        $      5,271
     Accounts receivable, less allowance for doubtful
         accounts of $682 and $629                                               2,683               3,551
     Other current assets                                                          916                 666
                                                                         -------------        ------------

                Total current assets                                             8,457               9,488

PREPAID INTEREST                                                                   117

PROPERTY, PLANT AND EQUIPMENT, net                                              75,920              83,863

DEFERRED CHARGES, net                                                           85,204              55,938
                                                                         -------------        ------------

                                                                         $     169,698        $    149,289
                                                                         =============        ============

                   LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued expenses                               $      15,698        $     14,394
     Accrued interest                                                              500               1,315
     Subscribers' advance payments and deposits                                    947                 875
                                                                         -------------        ------------

                Total current liabilities                                       17,145              16,584

LONG-TERM DEBT                                                                 333,000             324,000

OTHER LIABILITIES                                                                1,562               1,523

DEFERRED MANAGEMENT AND CONSULTING FEES                                            258                 258

PARTNERS' DEFICIT                                                             (182,267)           (193,076)
                                                                         -------------        ------------

                                                                         $     169,698        $    149,289
                                                                         =============        ============
</TABLE>




                       See notes to financial statements.



                                      -32-
<PAGE>



                          GARDEN STATE CABLEVISION L.P.


                             STATEMENT OF OPERATIONS

                             (Dollars in thousands)





<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                             -----------------------

                                                                   1995               1996               1997
                                                              ------------        ------------        ---------

<S>                                                           <C>                <C>                <C>        
SERVICE INCOME                                                $     91,771       $   100,756        $   109,126

COSTS AND EXPENSES
     Operating                                                      28,818            31,633             33,117
     Selling, general and administrative                            11,777            11,975             12,785
     Depreciation and amortization                                  46,976            48,524             44,698
                                                              ------------       -----------        -----------

OPERATING INCOME                                                     4,200             8,624             18,526

OTHER EXPENSES
     Management and consulting fees                                  5,590             6,045              6,548
     Interest expense, net of interest income
         of $247, $296 and $404                                     19,166            16,405             22,787
                                                              ------------       -----------        -----------

NET LOSS                                                      $    (20,556)      $   (13,826)       $   (10,809)
                                                              ============       ===========        ===========
</TABLE>







                       See notes to financial statements.


                                      -33-
<PAGE>


                          GARDEN STATE CABLEVISION L.P.

                             STATEMENT OF CASH FLOWS

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                                    -----------------------
                                                                               1995         1996           1997
                                                                           ----------    ----------    -----------

<S>                                                                        <C>           <C>           <C>
OPERATING ACTIVITIES
     Net loss                                                              $  (20,556)   $  (13,826)   $  (10,809)
     Noncash items included in net loss
        Depreciation and amortization                                          46,976        48,524        44,698
        Amortization of prepaid interest                                          295           261           160
        Deferred management and consulting fees                                 2,742           258
        Losses on disposal of property, plant and equipment                       323           118
        (Decrease) increase in other liabilities                                   62           134           (39)
     (Increase) decrease in accounts receivable and other
        current assets                                                           (707)           14          (634)
     (Decrease) increase in current liabilities                                 1,317         4,732          (561)
     Payment of deferred management and consulting fees                                     (14,083)
                                                                           ----------    ----------    ----------     


               Net cash provided by operating activities                       30,452        26,132        32,815
                                                                           ----------    ----------    ----------

INVESTING ACTIVITIES
    Capital expenditures                                                      (14,652)      (22,715)      (23,286)
    Additions to deferred charges                                                (142)          (44)          (22)
                                                                           ----------    ----------    ----------

               Net cash used in investing activities                          (14,794)      (22,759)      (23,308)
                                                                           ----------    ----------    ----------

FINANCING ACTIVITIES
    Repayments of debt                                                        (17,000)      (12,000)       (9,000)
    Proceeds from borrowing                                                                 100,000
    Distributions to partners                                                               (88,716)
    Debt acquisition costs                                                         (9)         (796)          (67)
    Prepaid interest                                                                           (262)          (27)
                                                                           ----------    ----------    ----------

               Net cash used in financing activities                          (17,009)       (1,774)       (9,094)
                                                                           ----------    ----------    ----------

INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                           (1,351)        1,599           413

CASH AND CASH EQUIVALENTS, beginning of year                                    4,610         3,259         4,858
                                                                           ----------    ----------    ----------

CASH AND CASH EQUIVALENTS, end of year                                     $    3,259    $    4,858    $    5,271
                                                                           ==========    ==========    ==========
</TABLE>



                       See notes to financial statements.


                                      -34-
<PAGE>








                          GARDEN STATE CABLEVISION L.P.


                         STATEMENT OF PARTNERS' DEFICIT

                             (Dollars in thousands)




<TABLE>
<CAPTION>
                                                         General             Limited
                                                         Partners           Partners              Total
                                                         --------           --------              -----

<S>                                                    <C>                 <C>                 <C>                            
BALANCE, JANUARY 1, 1995                                $    23,161        $   (82,330)        $   (59,169)

     Net loss                                                  (206)           (20,350)            (20,556)
                                                        -----------        -----------         -----------

BALANCE, DECEMBER 31, 1995                                   22,955           (102,680)            (79,725)

     Distributions to partners                              (17,757)           (70,959)            (88,716)

     Net loss                                                  (138)           (13,688)            (13,826)
                                                        -----------        -----------         -----------

BALANCE, DECEMBER 31, 1996                                    5,060           (187,327)           (182,267)

     Net loss                                                  (108)           (10,701)            (10,809)
                                                        -----------        -----------         -----------

BALANCE, DECEMBER 31, 1997                              $     4,952        $  (198,028)        $  (193,076)
                                                        ===========        ===========         ===========
</TABLE>








                       See notes to financial statements.


                                      -35-
<PAGE>



                          GARDEN STATE CABLEVISION L.P.


                          NOTES TO FINANCIAL STATEMENTS

   
                                DECEMBER 31, 1997
    




1. ORGANIZATION AND PARTNERS' INTERESTS

Formation and Business

   
Garden State Cablevision L.P. (the "Partnership"), a Delaware limited
partnership, was formed in 1989, to acquire, own, operate and maintain a cable
television system (the "System") servicing Camden, Burlington, Gloucester, Ocean
and Salem counties in New Jersey. As of December 31, 1997, the Partnership
served more than 208,000 subscribers and passed more than 297,000 homes.

The General Partners of the Partnership are Comcast Garden State, Inc., a wholly
owned subsidiary of Comcast Corporation ("Comcast"), and Lenfest Jersey, Inc.,
an affiliate of Lenfest Communications, Inc. ("Lenfest"). The Limited Partners
of the Partnership are AWACS Garden State, Inc., an indirect wholly owned
subsidiary of Comcast, and Lenfest Jersey, Inc.
    

Partners' Capital

Additional capital contributions may be requested from the partners in
proportion to each partner's percentage interest, if the General Partners
determine that the Partnership requires additional capital beyond the
Partnership's borrowing capacity.

Distribution Ratios

Net losses are allocated 1% to the General Partners and 99% to the Limited
Partners.

Partnership Agreement

Each Limited Partner may at any time, without the approval of any other partner,
transfer all of its Partnership interests to any of its affiliates, subject to
the maintenance of certain criteria. Remaining partners have the right of first
refusal to purchase the interests of a partner seeking to transfer ownership to
a third party.


                                      -36-
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Fair Value of Financial Instruments

   
The estimated fair value amounts discussed in these notes to financial
statements have been determined by the Partnership using available market
information and appropriate methodologies. However, considerable judgment is
required in interpreting market data to develop the estimates of fair value. The
estimates discussed herein are not necessarily indicative of the amounts that
the Partnership could realize in a current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts. Such fair value estimates are based on
pertinent information available to management as of December 31, 1997 and 1996,
and have not been comprehensively reevaluated for purposes of these financial
statements since such dates.
    

The Partnership believes that the carrying value of all financial instruments,
including the aggregate carrying value of long-term debt, is a reasonable
estimate of fair value at December 31, 1996 and 1997. The fair value of
long-term debt was estimated using interest rates that would be currently
available to the Partnership for debt issuances of similar terms and remaining
maturities.

Cash Equivalents

Cash equivalents consist of bank commercial paper that is readily convertible to
cash and is recorded at cost, plus accrued interest, which approximates its
market value.

Prepaid Interest

The Partnership uses interest rate cap agreements to manage its exposure to
fluctuations in interest rates. Premiums associated with these instruments are
amortized to interest expense over their term.

The Partnership does not hold or issue any derivative financial instruments for
trading purposes and is not a party to leveraged instruments. The credit risks
associated with the Partnership's derivative financial instruments are
controlled through the evaluation and monitoring of the creditworthiness of the
counterparties. Although the Partnership may be exposed to losses in the event
of nonperformance by the counterparties, the Partnership does not expect such
losses, if any, to be significant.



                                      -37-
<PAGE>

Property, Plant and Equipment

Property, plant and equipment are stated at cost (see note 4). Depreciation is
provided using the straight-line method over estimated useful lives, as follows:

         Distribution plant and equipment               3 to 12 years
         Converters                                     3 to 5 years
         Other                                          3 to 20 years

Improvements that extend asset lives are capitalized; other repair and
maintenance charges are expensed as incurred. The cost and related accumulated
depreciation applicable to assets sold or retired are removed from the accounts
and the gain or loss on disposition is recognized in net loss.

Deferred Charges

Deferred charges consist principally of subscriber contracts, franchise
operating rights and fees, debt acquisition costs, organization costs and the
cost of the acquired business in excess of amounts allocated to specific assets
based on their fair values, and are being amortized on a straight-line basis
over their legal or estimated useful lives ranging from 8 to 40 years (see
note 5).

Valuation of Long-Lived Assets

   
The Partnership periodically evaluates the recoverability of its long-lived
assets, including property, plant and equipment and deferred charges, using
objective methodologies. Such methodologies include evaluations based on the
cash flows generated by the underlying assets or other determinants of fair
value.
    

Post Retirement Benefits Other Than Pensions

The Partnership accrues the estimated cost of retiree benefits earned during the
years the employee provides services. The Partnership continues to fund benefit
costs principally as incurred, with the retiree paying a portion of the costs.
The Partnership's liability for postretirement benefits is included in other
liabilities.

Revenue Recognition

   
Service income is recognized as service is provided. Credit risk is managed by
disconnecting services to customers who are delinquent.
    

Income Taxes

Income taxes have not been recorded in the accompanying financial statements as
they accrue directly to the partners.


                                      -38-
<PAGE>


Reclassifications

Certain reclassifications have been made to the prior years' financial
statements to conform to those classifications used in 1997.

3. SUPPLEMENTAL CASH FLOW DISCLOSURE

The Partnership made cash payments for interest of $19.8 million, $17.1 million
and $22.5 million in 1995, 1996 and 1997, respectively.

4. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                            ------------
                                                                        1996                1997
                                                                   -------------       -------------

     <S>                                                           <C>                 <C>          
      Distribution plant and equipment                             $     137,224       $     141,954
      Converters                                                          33,402              34,042
      Other                                                               14,834              15,388
                                                                   -------------       -------------

                                                                         185,460             191,384
      Less accumulated depreciation                                     (109,540)           (107,521)
                                                                   -------------       -------------

                                                                   $      75,920       $      83,863
                                                                   =============       =============

5. DEFERRED CHARGES

                                                                            December 31,
                                                                            ------------
                                                                        1996               1997
                                                                   --------------      ------------

      Subscriber contracts                                         $     148,712       $     148,712
      Franchise operating rights and fees                                136,230             136,252
      Other                                                               14,566              14,633
                                                                   -------------       -------------

                                                                         299,508             299,597
      Less accumulated amortization                                     (214,304)           (243,659)
                                                                   -------------       -------------

                                                                   $      85,204       $      55,938
                                                                   =============       =============
</TABLE>

6. LONG-TERM DEBT

On December 23, 1996, the Partnership amended its $300 million Credit Agreement
(the "1994 Credit Agreement") with various banks to a $360 million facility (the
"Amended Credit Agreement"). At that time, the Partnership borrowed additional
funds under the Amended Credit Agreement for the purpose of making cash
distributions, and the payment of deferred management and consulting fees to its
partners. Under the terms of the Amended Credit Agreement, scheduled principal
reductions are to commence on March 31, 1999 and extend through June 30, 2005.


                                      -39-
<PAGE>


Interest rate options under the Amended Credit Agreement are periodically fixed
for defined terms based on one or more of the following rates, as agreed by the
Partnership and the banks:

     Base rate (higher of federal funds rate plus 1/2% or prime) plus up to
     1/2%. 
     Eurodollar Rate (Eurodollar Rate divided by a percentage equal to 1
     minus the reserve requirement in effect) plus 1/2% to 1.625%.

The level of the preceding applicable margin is based upon the leverage ratio,
as defined. The Partnership also pays a commitment fee of 1/4% to 3/8% on the
unused principal which is based upon the leverage ratio, as defined. The loan is
secured by the ownership interests of the General Partners and the Limited
Partners in the assets of the Partnership. As of December 31, 1996 and 1997, all
borrowings under the Amended Credit Agreement were subject to the Eurodollar
Rate option resulting in weighted average interest rates of 7.10% and 7.15%,
respectively.

The Amended Credit Agreement requires 50% of the aggregate principal amount of
the loan outstanding to be hedged against interest rate risk for at least two
years. The Partnership currently maintains interest rate protection on $170
million of the loan which takes effect when the Base rate or Eurodollar interest
rate on the outstanding borrowings exceeds 7%. The total cost of the agreements
was capitalized and is being amortized over the two year terms of the
agreements.

The Amended Credit Agreement is subject to certain restrictive covenants, with
which the Partnership was in compliance as of December 31, 1997.

Based upon the outstanding borrowings as of December 31, 1997, maturities for
the four years after 1998 are as follows (dollars in thousands):

                      1999                     $
                      2000                       36,000
                      2001                       45,000
                      2002                       45,000              

7. MANAGEMENT AND CONSULTING FEES

In connection with the Amended and Restated Agreement of Limited Partnership and
Amended Consulting Agreement, Comcast and Lenfest are each compensated for their
services as consultants at a fee equal to 3% of service income. Services include
providing the Partnership advice and consultation based on their industry
experience, knowledge and trained personnel. Payment of such fees is
subordinated to the prior payment of and provision for operating expenses and
capital requirements and pursuant to certain financial conditions as defined in
the Amended Credit Agreement.

In 1995, 1996 and 1997, the Partnership paid $2.7 million, $19.9 million and
$5.6 million of management and consulting fees to the Partners. The payments
made in 1996 include the payment of previously deferred management and
consulting fees. As of December 31, 1996 and 1997, accounts payable and accrued
expenses includes $750,000 and $1.6 million, respectively, of management and
consulting fees payable to the Partners.


                                      -40-
<PAGE>

8. 1992 CABLE ACT

On April 1, 1993, the Federal Communications Commission (the "FCC") adopted
regulations under the Cable Television Consumer Protection and Competition Act
of 1992 (the "1992 Cable Act") governing the rates charged to subscribers for
basic service and cable programming service, other than programming offered on a
per-channel or per-program basis. The FCC's rate regulations became effective on
September 1, 1993.

In June 1996, the FCC adopted an order approving a negotiated settlement of rate
complaints pending against the Partnership for cable programming service tiers
("CPSTs"), which provided approximately $1.6 million in refunds, plus interest,
being given in the form of bill credits, to approximately 198,000 of the
Partnership's cable subscribers. Approximately $1.9 million of bill credits for
such refunds, including interest, were issued through December 31, 1996, with
the balance of $74,000 issued during 1997. This FCC order resolved the
Partnership's cost-of-service cases for CPSTs covering the period September 1993
through December 1, 1995. As part of the negotiated settlement, the Partnership
agreed to forego certain inflation and external cost adjustments for systems
covered by its cost-of-service filing for CPSTs.

9. RELATED PARTY TRANSACTIONS

   
The Partnership has entered into agreements whereby affiliates of Lenfest and
Comcast provide certain cable television programming to the Partnership at rates
that are not more than the Partnership could obtain independently. For the years
ended December 31, 1995, 1996 and 1997, the Partnership charged to expense
approximately $12.3 million, $14.0 million, and $17.2 million, respectively,
under these agreements.
    

A subsidiary of Comcast provides the Partnership with the use of certain
computerized financial systems at a rate that may be more favorable than those
available from unrelated parties. The Partnership charged to expense $24,000 in
1995, 1996 and 1997 for such services.

In addition, the Partnership has acquired certain vendor services through
cooperative arrangements with affiliates of the Limited Partners. These services
include such items as legal services, insurance and association dues. The
amounts paid for these services are not more than the rates the Partnership
could obtain independently. Payments to affiliates of Lenfest Jersey, Inc.
totaled $88,000, $86,000 and $115,000 in 1995, 1996 and 1997, respectively.
Payments to affiliates of AWACS Garden State, Inc. were $234,000, $627,000 and
$415,000 in 1995, 1996 and 1997, respectively.

10. CONTINGENCIES

   
The Partnership is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or liquidity of the Partnership.
    



                                      -41-
<PAGE>

   
12.  The Financial Statements Schedule is amended and restated in its entirety
     as follows:
    









         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE





                  To the Board of Directors and Stockholders
                  Lenfest Communications, Inc. and Subsidiaries



                  We have audited in accordance with generally accepted auditing
                  standards, the consolidated balance sheets of Lenfest
                  Communications, Inc. and subsidiaries as of December 31, 1996
                  and 1997, and the related consolidated statements of
                  operations, changes in stockholders' equity (deficit) and cash
                  flows for each of the years in the three-year period ended
                  December 31, 1997, and have issued our report thereon dated
                  March 4, 1998 (except as to the first paragraph of Note 20, as
                  to which the date is March 26, 1998), which is included in the
                  December 31, 1997, annual report on Form 10-K. In connection
                  with our audits of the aforementioned consolidated financial
                  statements, we also audited the related financial statement
                  Schedule II. This financial statement schedule is the
                  responsibility of the Company's management. Our responsibility
                  is to express an opinion on this financial statement schedule
                  based on our audits.

                  In our opinion, the related financial statement schedule, when
                  considered in relation to the basic consolidated financial
                  statement taken as a whole, presents fairly, in all material
                  respects, the information set forth therein.



                  Pressman Ciocca Smith LLP
                  Hatboro, Pennsylvania
                  March 4, 1998



                                      -42-
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1995, 1996 and 1997


<TABLE>
<CAPTION>




   
                     Column A                        Column B            Column C         Column D             Column E
                     --------                        --------            --------         --------             --------
                                                                       Additions
                                                    Balance at         Charged to        Deductions -         Balance
                                                    Beginning          Costs and         Bad Debts            at End
                                                     of Year           Expenses          Written Off          of Year
                                                  ---------------    ---------------    ---------------      ---------------
    

                                                                     (Dollars in thousands)
<S>                                                <C>                <C>                <C>                  <C>          
RESERVES AND ALLOWANCES
 DEDUCTED FROM ASSET
 ACCOUNTS:
   Allowance for doubtful accounts
     Year ended December 31, 1995                  $         775      $       3,512      $       3,347        $         940
                                                   ==============     ==============     ==============       ==============

     Year ended December 31, 1996                  $         940      $       4,674      $       3,629        $       1,985
                                                   ==============     ==============     ==============       ==============

     Year ended December 31, 1997                  $       1,985      $       9,715      $       8,777        $       2,923
                                                   ==============     ==============     ==============       ==============

</TABLE>




                                      -43-
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                    LENFEST COMMUNICATIONS, INC.


DATE: July 2, 1998                  By:  /s/ Maryann V. Bryla
                                         ----------------------------
                                             Maryann V. Bryla
                                             Treasurer (authorized officer
                                             and Principal Financial Officer)










                                      -44-