<PAGE>

                                   FORM 10-K/A

                                 AMENDMENT NO. 2


                       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 Items 1, 2 and 3, Part
II Items 6,7 and 8, Part III Items 10, 11, 12 and 13 and Part IV Item 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 and amended on July 2, 1998.


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                          LENFEST COMMUNICATIONS, INC.

                                TABLE OF CONTENTS



Part I

Item 1.  BUSINESS..............................................................2

Item 2.  DESCRIPTION OF PROPERTY..............................................13

Item 3.  LEGAL PROCEEDINGS....................................................14


Part II

Item 6.  SELECTED FINANCIAL DATA..............................................14

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS............................................17

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA...........................24


Part III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................25

Item 11. EXECUTIVE COMPENSATION...............................................27

Item 12. SECURITY AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT...........................................................28

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................28


Part IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.....30


<PAGE>



Item 1.    BUSINESS.

General

         Lenfest Communications, Inc. ("Lenfest" or the "Company") is
principally engaged in the development and operation of cable television systems
primarily through its subsidiaries which operate under the name of Suburban
Cable ("Suburban Cable"). Other subsidiaries hold the Company's investments in
other cable television system operating companies, media entities and companies
providing services to cable television system operating companies.

         As of December 31, 1997, the Company's wholly owned and operated cable
television systems (the "Core Cable Television Operations") served approximately
991,800 basic customers and passed approximately 1,388,900 homes. At December
31, 1997, the Company also held equity interests in other cable television
entities serving approximately 441,300 basic customers, of which approximately
345,980 were in areas contiguous to the Core Cable Television Operations. The
Company's attributable portion in such other cable television entities is
approximately 183,000 basic customers, giving the Company a combined domestic
base of approximately 1,174,800 basic customers.

         The Company's Core Cable Television Operations are located primarily in
the suburban areas surrounding Philadelphia (Eastern Pennsylvania, Southern New
Jersey and Northern Delaware) in predominantly middle and upper-middle income
areas that in recent years have had favorable household growth and income
characteristics. Management believes the "clustering" of its cable television
systems and the favorable demographics of its service area have contributed to
its high operating cash flow growth and margins. From January 1, 1993 through
December 31, 1997, the Company's Core Cable Television Operations have
experienced an average Adjusted EBITDA margin of 50.3%. (Adjusted EBITDA and
Adjusted EBITDA margin are defined in the footnotes to the table under Item 6
"Selected Financial Data").

         H. F. (Gerry) Lenfest, President and Chief Executive Officer of the
Company, together with his children, and Tele-Communications, Inc. ("TCI"),
through LMC Lenfest, Inc., an indirect wholly owned subsidiary, each
beneficially owns 50% of the Company's outstanding common stock. Mr. Lenfest is
a cable industry pioneer who founded the Company in 1974 and has grown the
Company both internally and through acquisitions. The Company believes that its
affiliation with TCI provides substantial benefits, including the ability to
purchase programming and equipment at rates approximating those available to
TCI. See "Business -- Relationship with TCI" and "-- Programming and Equipment
Supply."

         Mr. Lenfest and LMC Lenfest, Inc. have an agreement that provides,
together with the amended and restated Certificate of Incorporation of the
Company, that Mr. Lenfest has the right to designate a majority of the Board of
Directors of the Company until January 1, 2002. During such period, vacancies in
respect of the directors designated by Mr. Lenfest are to be filled by designees
of Mr. Lenfest or in the event of Mr. Lenfest's death, of The Lenfest
Foundation. Thereafter, the Lenfest Family ("H.F. (Gerry) Lenfest, Marguerite
Lenfest, their issue, and The Lenfest Foundation") and LMC Lenfest, Inc. will
have the right to appoint an equal number of members of the Company's Board of
Directors. This right will continue for so long as any member of the Lenfest
Family owns any stock in the Company.


Operating Strategy

         Management believes that the Company has significant growth potential
in the continued business of providing analog television programming services,
as well as in the business of providing new services such as Internet access,
digital video and audio programming services, video-on-demand, paging and other
data services. As a base for achieving that growth, the Company has implemented
the following:



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               o  Field Operations: The Company's operations are clustered in
                  one extended market area, with Field Operations management
                  divided into four regions of approximate equal size (i.e.,
                  250,000 customers each). Management of these regions provides
                  individualized focus on the day-to-day requirements of the
                  operations, including plant maintenance, installations of new
                  customers and service and repair functions. Across all four
                  regions the Company standardized scheduling of installations
                  and repairs, the hours of operation and all related work
                  procedures. The customer, therefore, sees a consistent and
                  superior level of service, regardless of the region.

                o Customer Management (i.e., Billing) System: In 1997 the
                  Company effected the conversion to one common Customer
                  Management System platform (CBIS - Cincinnati Bell Information
                  Systems) from the previous five separate systems. That
                  standardized platform now allows fulfillment of work order
                  scheduling, sales, service and repair and billing inquiries
                  from any location for the entire cluster. This
                  state-of-the-art Customer Management System will also be the
                  platform for support of new products, such as paging and
                  Internet.

                o Customer Service: In May, 1997, the Company opened a Customer
                  Satisfaction Center ("Call Center") in New Castle County,
                  Delaware. At that time, the Call Center served as the source
                  for inbound telephone customer service for one system of
                  100,000 customers. As planned, the Company proceeded to
                  migrate the inbound telephone customer service for additional
                  systems to that Call Center through the balance of the year.
                  By year end 1997, approximately 55% of the Company's customer
                  base was supported out of that location. By the end of 1998,
                  the Company expects the entire customer base to be supported
                  from that location. The Company intends to use the Call Center
                  to provide billing, sales and service for cable television and
                  new products. Among other customer service initiatives, the
                  Company has implemented same day, evening and weekend
                  installation and repair appointment options.

                o Marketing and Advertising Sales: The concentration of a
                  significant sized customer base in one cluster affords the
                  Company enhanced benefits in both marketing and the sale of
                  advertising. The Company utilizes the local market media
                  (television, radio and print) to reach a wide audience in an
                  efficient manner given the match of the Company's coverage
                  area to the local media market. As the size of the Company's
                  cluster has grown, there has been no appreciable increase in
                  costs required to purchase those mass media.


Overview Of Core Cable Television Operations

Development Of The Systems

         The Company has grown since its founding in 1974 both through the
internal growth of its owned and operated cable television systems and through
acquisitions. Through its acquisitions, the Company has successfully developed a
substantial cluster of contiguous cable operating systems, which comprise the
Company's Core Cable Television Operations. This single cluster is located in
areas surrounding Philadelphia, all of which are no more than a two hour drive
from the corporate offices of Suburban Cable TV Co. Inc. ("Suburban") in Oaks,
Pennsylvania, which is approximately 20 miles northwest of Philadelphia.
   
    

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--------------------------------------------------------------------------------
   
    
Technical Overview and Upgrade Strategy

         The Company utilizes a combination of coaxial and fiber optic cables to
distribute a wide range of programming and other broadband services to its
customers. As of December 31, 1997, approximately 95% of the Company's cable
television systems had the capacity to carry a minimum of 52 analog channels,
and approximately 28% had the capacity to carry a minimum of 78 analog channels.

         The Company has commenced an upgrade of its cable television systems to
increase the channel capacity, improve the system reliability and provide the
capability for carrying enhanced, interactive two-way services such as
video-on-demand and Internet access. The Company recently has revised its plant
upgrade strategy to begin accelerating the wide deployment of fiber optic cable
throughout all of its cable


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television systems to create segmented service areas with between 500 and 2,000
homes in each area, followed by the activation of two-way return amplifiers in
each of the segmented nodes. This strategy (using the already installed coaxial
network infrastructure) will allow the Company to accelerate delivery of two-way
interactive services. The planned fiber deployment will improve the reliability
of the network by reducing the number of amplification devices. The Company will
continue to target selected areas for upgrade to 750MHz (110 analog channel
capacity), based on local demographics, program carriage requirements and
existing franchise commitments.

         The Company's upgrade strategy also includes the introduction of second
generation digital set-top devices, and it has entered into a supplier agreement
for delivery commencing in 1998. These digital set-top devices will have the
capability to receive a minimum of 12 digitally compressed channels of
programming transmitted across one analog channel on the cable network. This 12
to 1 compression ratio will provide the capability to significantly increase the
number of programming services across the existing network by replacing one
current analog service (such as pay-per-view programming) with 12 new channels
of programming. Using digital compression, the Company will be able to increase
capacity to 100 channels, or more, depending on the number of analog channels
utilized on the existing cable network.


Rates And Ancillary Revenue Sources

         Lenfest's cable television systems typically offer four levels of
programming services: basic; cable programming service ("CPS"); premium
services; and pay-per-view. As of December 31, 1997, the basic service package
consisted of local off-air broadcast channels, and public service/access
channels. The monthly rate charged for the basic service package ranged from
$8.69 to $14.95. The CPS package consisted of satellite-delivered networks such
as ESPN, MTV, CNN, The Discovery Channel and USA Network. The monthly rate for
the CPS package ranged from $11.42 to $19.46. Rates for basic and CPS services
and customer equipment and installation are currently subject to governmental
regulation. See "Legislation and Regulation."

         The Company also offers premium services, which include HBO, Cinemax,
The Movie Channel, Showtime, The Disney Channel and STARZ. As of December 31,
1997, the monthly charge for each of these services, priced individually, ranged
from $8.95 to $11.95. Rates for premium services and pay-per-view services are
currently exempt from governmental regulation. See "Legislation and Regulation."

         Lenfest's systems typically offer four channels of pay-per-view
services which include feature movies, special events and adult programming. As
of December 31, 1997, prices for movies and adult programming ranged from $1.95
to $6.95. Special event prices vary considerably based upon the type of event.
Pay-per-view revenues have increased in the last three years as a result of
expanded channel offerings and the growth in the number of customers having
addressable cable television converters.

         In addition to customer fees, ancillary sources of revenue for cable
television system operators include the sale of advertising time on locally
originated and satellite-delivered programming, as well as home shopping sales
commissions. All of the Company's systems are involved in local advertising
sales and offer one or both of the leading shop-at-home services, QVC and Home
Shopping Network ("HSN"), as part of the basic programming package. Lenfest
receives commissions from both QVC and HSN based on orders placed by Lenfest
customers.

         Lenfest also receives revenue from the rental of converter boxes and
remote controls and from installation fees. All such revenues are regulated by
the 1992 Cable Act. See "Legislation and Regulation."


Programming And Equipment Supply

         Through an agreement with Satellite Services, Inc. (a wholly owned
subsidiary of TCI), the Company is able to purchase a majority of its
programming services at rates closely approximating those


                                       5
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paid by TCI, although the Company retains the option to purchase programming
from other parties. Management believes that these rates are significantly lower
than the Company could obtain independently. Programming is the Company's
largest single expense item, accounting for 24.2% of total operating expense
during 1997. The four cable television operators in which the Company has an
equity interest (Garden State Cablevision L.P., Susquehanna Cable Co., Clearview
Partners and Raystay Co.) also obtain a significant amount of their programming
pursuant to this agreement.

         In addition, the Company has been placed on the "approved list" of
major equipment vendors to receive the same discounts on equipment purchases as
are received by TCI. There can be no assurance that the Company will continue to
be eligible to receive these equipment discounts in the future.


Franchises

         As of December 31, 1997, the Company held 350 cable television
franchises. These franchises are all non-exclusive and provide for the payment
of fees to the issuing authority, usually local governments. The Cable
Communications Policy Act of 1984 (the "1984 Cable Act") prohibits franchising
authorities from imposing annual franchise fees in excess of 5% of the gross
revenues attributable to customers located in the franchise area and also
permits the cable television system operator to seek renegotiation and
modification of franchise requirements if warranted by changed circumstances.
For the three years ended December 31, 1997, franchise fee payments made by the
Company have averaged approximately 3.4% of gross cable television revenues.

         The 1984 Cable Act provides for an orderly franchise renewal process,
and it establishes comprehensive renewal procedures which require that an
incumbent franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing applications. A franchising
authority may not unreasonably withhold the renewal of a franchise. If a
franchise renewal is denied and the system is acquired by the franchise
authority or a third party, then the franchise authority or other purchaser must
pay the operator the "fair market value" for the system covered by the
franchise. See "Legislation and Regulation."

         The Company has never had a franchise revoked, and management believes
that its franchise relationships are good.

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 345,980 were in areas contiguous to the Core Cable
Television Operations. 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.
   
    
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         SCC has systems in York and Williamsport, Pennsylvania as well as
smaller systems in Maine, Mississippi, Illinois and Indiana. 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.
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.
    

Unrestricted Non-Cable Investments

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

         Lenfest Advertising, Inc. purchased the Philadelphia area assets of
Cable AdNet Partners, an indirect subsidiary of TCI in February, 1996. In
October 1996, after Lenfest Advertising acquired Metrobase Cable Advertising
from Harron Communications for $4.5 million, it began doing business under the
name of Radius Communications ("Radius").

         Effective January 1, 1997, Radius, through its subsidiary, Lenfest
Philadelphia Interconnect, Inc., entered into a partnership with Comcast
Philadelphia Interconnect Partner for the purpose of representing regional and
national cable advertising sales in the Greater Philadelphia market. Under the
agreement, the percentage interests of the partners is determined on the basis
of the number of customers of the partners in the designated market area at the
beginning of the year. For 1997, the Company's partnership interest was 72%. The
partners have equal representation on the Executive Committee, and the Company
will be the managing partner of the partnership for its first two years. At
December 31, 1997, Radius provided local cable advertising sales and insertion
for the Company and sixteen other cable television system operators with
approximately 1.8 million customers, of which approximately 750,000 were
customers of the Company.



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StarNet, Inc.

         StarNet, Inc. offers program promotion for basic, premium and
pay-per-view cable television through its "NuStar" service.

         NuStar delivers and inserts fully tagged promotional spots for
programming into 25 cable television networks. Each spot targets specific viewer
groups and includes time specific information, channel numbers and system logos.
Up to 65 different programs are promoted monthly through NuStar. The spots are
delivered by NuStar through its satellite transponder to proprietary equipment
in cable system headends. NuStar launched its service in 1989, and as of
December 31, 1997 served cable television systems having 23 million customers.
In December 1996, StarNet converted its service to Digicipher II delivery on a
KU Band transponder and relaunched the NuStar service as Customized NuStar and
Classic NuStar. Customized NuStar provides individual MSOs with their own
satellite feed in order to insert promotional spots of their own choosing.

         In September 1996, StarNet formed a joint venture with Prevue Networks,
Inc. ("Prevue") in which each entity contributed assets consisting of all of
their pay-per-view promotional services. For its contribution of The Barker(R)
assets, StarNet received a 28% equity in the new venture, called Sneak Prevue
LLC. Prevue contributed all of its Sneak Prevue assets and received 72% of the
equity. The joint venture is managed and operated by Prevue. The joint venture
currently serves 33 million cable television customers using both The Barker(R)
and Sneak Prevue delivery systems.


MicroNet, Inc.

         As of October 31, 1997, MicroNet, Inc. and MicroNet Delmarva
Associates, LP (collectively, "MicroNet"), each a wholly-owned subsidiary of the
Company, sold substantially all of their assets related to their video, voice
and data transmission businesses, and Suburban, Lenfest Atlantic, Inc. and
Lenfest New Castle County sold certain of their towers. The purchase price was
approximately $70.3 million, subject to adjustments. The Company repaid all of
the bank debt ($7.0 million) owed by MicroNet and used approximately $45 million
to repay amounts owed under the Bank Credit Facility (as defined below). The
Company used the balance for working capital purposes.

         Effective with the three-month period ended June 30, 1997, MicroNet is
accounted for as discontinued operations. The revenues and expenses of MicroNet
are not included with the consolidated revenues and expenses of the Company, but
are reflected as income (loss) from discontinued operations. The prior period
financial statements included herein have been restated to reflect the
continuing operations of the Company.

Lenfest International, Inc.

         The Company and TCI each are partners in L-TCI Associates, a
partnership which held, as of December 31, 1997, a 29.0% interest in Videopole,
a French cable television company serving rural areas of France and suburbs of
Paris. As of December 31, 1997, Videopole held franchises in areas with nearly
547,000 homes, had built cable television systems passing approximately 317,000
homes, and served approximately 113,000 customers. Videopole is controlled by
Synergie Developpement et Services which is a wholly owned subsidiary of D'
Electricite De France, the French state-owned electric company.

         As of December 31, 1997, the Company's indirect interest in Videopole
was 23.2% and TCI's indirect interest was 5.8%.

Lenfest Australia, Inc.

         At December 31, 1997, the Company owned securities representing a 13.6%
voting interest and a 41.5% economic interest in Australis Media Limited
("Australis"), a publicly held Australian pay television company. The Company
had acquired its interest in Australis through a series of investments totaling
$131.0 million. In the fourth quarter of 1997, the Company wrote off the
remaining balance of its investment in Australis, approximately $12.0 million.
On May 5, 1998, the Trustee for the holders of 



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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.

         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. As of December 31, 1997, the
Company believes the guarantee under the license agreements was approximately
$47.5 million. 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 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 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. Australis will not make payments to the movie
partnership for film product thereby denying that partnership funds with which
to pay the movie studios whose license payments are guaranteed by Mr. Lenfest
and TCI International, Inc. However, the Company believes that the movie
partnership has entered into back-up arrangements with Foxtel, the partnership
of News Corporation and Telstra, to purchase movies from the partnership at
approximately the same price and under the same minimum guarantee arrangements
that the partnership had with Australis. Because of this arrangement, the
Company believes that payments will continue to be made by the partnership
pursuant to its license agreements with the movie studios. Consequently, the
Company believes that Mr. Lenfest's guarantee will not be called, and so the
Company's non-cable subsidiaries will not be required to pay any amounts to Mr.
Lenfest pursuant to the indemnification.


Competition

         Cable systems compete to varying degrees with a number of other
communications and entertainment media for customers. These media include, but
are not limited to movie theaters and movie store rentals, Internet service,
sporting events, and the direct reception of broadcast signals by the viewer's
own antenna.

         Other services compete directly with cable television by offering
similar video services. Currently, the most significant competition faced by the
Company is in providing service to commercial or multiple dwelling units (MDUs).
Competitors focus on MDUs because they can access a number of customers with one
contract thereby producing economies of scale.

         Cable communications systems operate pursuant to franchises granted on
a non-exclusive basis. The 1992 Cable Act prohibits franchising authorities from
unreasonably denying requests for additional franchises and permits franchising
authorities to operate cable systems. Well-financed businesses from outside the
cable industry (such as public utilities that own certain of the poles to which
cable is attached) may become competitors for franchises or providers of
competing services. See "Legislation and Regulation."

         Private satellite master antenna television (SMATV), direct broadcast
systems (DBS), and Multi-channel Multipoint Distribution systems (MMDS) are the
three types of companies that offer direct competitive services. The possibility
of additional hardwire competition from companies like Bell Atlantic, RCN,
Connectiv, or PECO exists, but due to the level of effort required to build and
develop a hardwired video distribution service, the Company estimates any
significant threat from these entities to be several years away.

         Cable operators face additional competition from SMATV systems that
serve condominiums, apartment and office complexes and private residential
developments. SMATV systems offer both reception of local television stations
and many of the same satellite-delivered programming services offered by
franchised cable communications systems. SMATV operators often enter into
exclusive agreements with building owners or homeowners' associations. These
services currently cannot offer non-broadcast local programming.



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         Cable communications systems also compete with wireless program
distribution services such as MMDS which use low-power microwave frequencies to
transmit video programming over-the-air to subscribers. There are two MMDS
operators which are authorized to provide or are providing broadcast and
satellite programming to subscribers in areas served by the Company's cable
systems, CAI Wireless and Orionvision. Neither uses digital technology and each
offers fewer channels, albeit at a lower price, than are currently available
through Suburban Cable. The customer is required to have an antenna installed on
his house and needs a converter box to translate the signals. CAI Wireless
currently has about 9,500 customers in Suburban Cable's service areas, all
within a 35 mile radius of CAI's tower in Philadelphia. Orionvision currently
has 5,000 customers within a 30 mile radius of its tower in Corbin City, New
Jersey. About 60% of Orionvision's customer base falls within Suburban Cable's
New Jersey franchise areas. Additionally, the FCC has adopted regulations
allocating frequencies in the 28-Ghz band for a new multichannel wireless video
service called Local Multipoint Distribution Service ("LMDS") that is similar to
MMDS. The FCC initiated spectrum auctions for LMDS licenses in February 1998.

         Congress has enacted legislation and the FCC has adopted regulatory
policies providing a more favorable operating environment for new and existing
technologies that provide, or have the potential to provide, substantial
competition to cable systems. These technologies include, among others, DBS
service whereby signals are transmitted by satellite to receiving facilities
located on customer premises. Programming is currently available to individual
households, condominiums, apartment and office complexes through conventional,
medium and high-power satellites. DBS providers can offer more than 100 channels
to their subscribers. Several major companies are offering or are currently
developing nationwide DBS services, including DirecTV, EchoStar Communications
Corporation and Primestar (an affiliate of TCI). DBS systems use video
compression technology to increase the channel capacity of their systems to
provide movies, broadcast stations and other program services comparable to
those of cable systems. Digital satellite service ("DSS") offered by DBS systems
currently has certain advantages over cable systems with respect to programming
capacity and digital quality, as well as certain current disadvantages that
include high up-front customer equipment and installation costs and a lack of
local programming and service. The FCC and Congress are presently considering
proposals to enhance the ability of DBS providers to gain access to additional
programming and to authorize DBS carriers to transmit local signals to local
markets.

         DBS offers sports and movie packages to its customers that Suburban
Cable cannot currently offer due to technical and regulatory constraints. Higher
DBS penetrations are achieved in the rural areas where fewer customers can get
connected to cable at a reasonable cost.

         DirecTV/USSB is now making concerted efforts to provide service to a
number of Suburban Cable's commercial/bulk accounts. Additionally, Bell Atlantic
has recently signed an agreement with DirecTV to sell DirecTV/USSB services to
residential customers as well as commercial/MDU accounts, in certain of its
operating areas. Bell Atlantic has not yet announced where it will sell
DirecTV/USSB services.

         Advances in communications technology as well as changes in the
marketplace and the regulatory and legislative environment are constantly
occurring. Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable communications industry or on the
operations of the Company.


Employees

         As of December 31, 1997, the Company had 1,646 full-time employees, of
which 175 employees were covered by collective bargaining agreements at three
locations.

         As of December 31, 1997, the Company's Core Cable Television Operations
had 1,093 full-time employees, of which 175 employees were covered by collective
bargaining agreements at three locations.

         The Company considers its relations with its current employees to be
good.



                                       10
<PAGE>


Legislation and Regulation

         The cable television industry is regulated by the FCC, some states and
substantially all local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by the Congress and
various federal agencies may in the future materially affect the cable
television industry. The following discussion summarizes certain federal, state
and local laws and regulations affecting cable television.

         Federal Laws. The 1984 Cable Act, the 1992 Cable Act and the 1996
Telecommunications Act are the principal federal statutes governing the cable
industry. These statutes regulate the cable industry, among other things, with
respect to: (i) cable system rates for both basic and certain non-basic
services; (ii) programming access and exclusivity arrangements; (iii) access to
cable channels by unaffiliated programming services; (iv) leased access terms
and conditions; (v) horizontal and vertical ownership of cable systems; (vi)
consumer protection and customer service requirements; (vii) franchise renewals;
(viii) television broadcast signal mandatory carriage and retransmission
consent; (ix) technical standards; and (x) privacy of customer information.

         Federal Regulations. The FCC, the principal federal regulatory agency
with jurisdiction over cable television, has promulgated regulations
implementing the federal statutes.

         Rate Regulation. Nearly all cable television systems are subject to
local rate regulation of basic service pursuant to a formula established by the
FCC and enforced by local franchising authorities. Additionally, the FCC reviews
rates for non-basic service tiers (other than per-channel or per-program
services) in response to complaints filed by franchising authorities; prohibits
cable television systems from requiring subscribers to purchase service tiers
above basic service in order to purchase premium service if the system is
technically capable of doing so; and has adopted regulations to establish, on
the basis of actual costs, the price for installation of cable service and
rental of cable equipment.

         Regulation of non-basic tier rates is scheduled to terminate on March
31, 1999. Regulation of both basic and non-basic tier cable rates also ceases
for any cable system subject to "effective competition." The 1996
Telecommunications Act expanded the definition of "effective competition" to
include situations where a local telephone company or its affiliate, or any
multichannel video provider using telephone company facilities, offers
comparable video service by any means except DBS.

         The FCC's rate regulations employ a benchmark system for measuring the
reasonableness of existing basic and non-basic service rates. Alternatively,
cable operators have the opportunity to make cost-of-service showings which, in
some cases, may justify rates above the applicable benchmarks. The regulations
also provide that future rate increases may not exceed an inflation-indexed
amount, plus increases in certain costs beyond the cable operator's control,
such as taxes, franchise fees and costs. Cost-based adjustments to these capped
rates can also be made in the event a cable operator adds or deletes channels or
significantly upgrades its system. In addition, new product tiers consisting of
services new to the cable system can be created free of rate regulation as long
as certain conditions are met, e.g., services may not be moved from existing
tiers to the new product tier. The rules also require that charges for
cable-related equipment (e.g., converter boxes and remote control devices) and
installation be unbundled from the provision of cable service and based upon
actual costs plus a reasonable profit.

         Local franchising authorities and/or the FCC are empowered to order a
reduction of existing rates which exceed the maximum permitted level for either
basic and/or non-basic cable services and associated equipment, and refunds can
be required.

         Carriage of Broadcast Television Signals. Commercial television
broadcast stations which are "local" to a cable system must elect every three
years either to require the cable system to carry the station, subject to
certain exceptions, or to negotiate for "retransmission consent" to carry the
station. Broadcast stations typically seek monetary compensation or the carriage
of additional programming in return for granting retransmission consent. The
next three-year election between mandatory carriage and retransmission consent
for local commercial television stations will occur on October 1, 1999. Local
non-commercial television stations are also given mandatory carriage rights,
subject to certain exceptions. Unlike commercial stations, noncommercial
stations are not given the option to require negotiation of retransmission
consent. In addition, cable systems must obtain retransmission consent for the
carriage of 



                                       11
<PAGE>

all "distant" commercial broadcast stations, except for certain "superstations,"
i.e., commercial satellite-delivered independent stations such as WGN.

         Deletion of Certain Programming. Cable television systems that serve
1,000 or more customers must delete the simultaneous or non-simultaneous network
programming of a distant station upon the appropriate request of a local
television station holding local exclusive rights to such programming. FCC
regulations also enable television broadcast stations that have obtained
exclusive distribution rights for syndicated programming in their market to
require a cable system to delete or "black out" such programming from other
television stations which are carried by the cable system.

         Public and Leased Access Channels. The 1984 Cable Act permits local
franchising authorities to require operators to set aside certain channels for
public, educational and governmental access programming. The 1984 Cable Act
further requires cable television systems with thirty-six or more activated
channels to designate a portion of their channel capacity for commercial leased
access by unaffiliated third parties. The 1992 Cable Act requires leased access
rates to be set according to a formula determined by the FCC.

         Ownership. The 1996 Telecommunications Act repealed the 1984 Cable
Act's restrictions on local exchange telephone companies ("LECs") from providing
video programming directly to customers within their local exchange telephone
service areas. With certain limited exceptions, a LEC may not acquire more than
a 10% equity interest in an existing cable system operating within the LEC's
service area. The 1996 Telecommunications Act also authorized LECs and others to
operate "open video systems" without obtaining a local cable franchise, although
LECs operating such systems can be required to make payments to local
governmental bodies in lieu of cable franchise fees.

         The 1996 Telecommunications Act eliminated the FCC rule prohibiting
common ownership between a cable system and a national broadcast television
network, and the statutory ban covering certain common ownership interests,
operation or control between a television station and cable system within the
station's Grade B signal coverage area. However, the parallel FCC rule against
cable/television station cross-ownership remains in place, subject to review by
the FCC within two years. Finally, the 1992 Cable Act prohibits common
ownership, control or interest in cable television systems and MMDS facilities
or SMATV systems having overlapping service areas, except in limited
circumstances. The 1996 Telecommunications Act exempts cable systems facing
"effective competition" from the MMDS and SMATV cross-ownership restrictions.

         Pursuant to the 1992 Cable Act, the FCC has adopted rules which, with
certain exceptions, preclude a cable television system from devoting more than
40% of its first 75 activated channels to national video programming services in
which the cable system owner has an attributable interest. The FCC also has set
a limit of 30% of total nationwide cable homes that can be served by any
multiple cable system operator.

         Renewal of Franchises. The 1984 Cable Act established renewal
procedures and criteria designed to protect incumbent franchisees against
arbitrary denials of renewal. While these formal procedures are not mandatory
unless timely invoked by either the cable operator or the franchising authority,
they can provide substantial protection to incumbent franchisees. The 1992 Cable
Act makes several changes to the renewal process which could make it easier in
some cases for a franchising authority to deny renewal. In the renewal process,
a franchising authority may seek to impose new and more onerous requirements,
such as upgraded facilities, increased channel capacity or enhanced services,
although the municipality must take into account the cost of meeting such
requirements.

         Other FCC Regulations. Additional FCC regulations relate to a cable
system's carriage of local sports programming; privacy of customer information;
equipment compatibility; franchise transfers; franchise fees; closed captioning;
equal employment opportunity; pole attachments; application of the rules
governing political broadcasts; customer service; technical standards; home
wiring and limitations on advertising contained in non-broadcast children's
programming. The 1996 Telecommunications Act changes the formula for pole
attachment fees which could result in substantial increases in payments by cable
operators to utilities for pole attachment rights when services other than cable
services are delivered by cable systems.



                                       12
<PAGE>

         Copyright. Cable television systems are subject to federal copyright
licensing covering carriage of broadcast signals. In exchange for making
semi-annual payments to a federal copyright royalty pool and meeting certain
other obligations, cable operators obtain a statutory license to retransmit
broadcast signals. The amount of this royalty payment varies, depending on the
amount of system revenues from certain sources, the number of distant signals
carried, and the location of the cable system with respect to over-the-air
television stations.

         State and Local Regulation. Because a cable television uses local
streets and rights-of-way, cable television systems are subject to local
regulation, typically imposed through the franchising process, and certain
states have also adopted cable television legislation and regulations. Cable
franchises are nonexclusive, granted for fixed terms and usually terminable if
the cable operator fails to comply with material provisions. Franchises usually
call for the payment of fees (which are limited under the 1984 Cable Act to 5%
of the system's gross revenues from cable service) to the granting authority.
The terms and conditions of cable franchises vary materially from jurisdiction
to jurisdiction, and even from city to city within the same state, historically
ranging from reasonable to highly restrictive or burdensome.

         The 1992 Cable Act prohibits exclusive franchises and allows
franchising authorities to operate their own multichannel video distribution
system without having to obtain a franchise. Moreover, franchising authorities
are immunized from monetary damage awards arising from regulation of cable
television systems or decisions made on franchise grants, renewals, transfers
and amendments.

         The foregoing does not describe all present and proposed federal, state
and local regulations and legislation relating to the cable television industry.
Other existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry or the Company can be
predicted at this time.

Item 2.    DESCRIPTION OF PROPERTY.

         The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headends and distribution systems and customer drop equipment for each
of its cable television systems. The Company's cable distribution plant and
related equipment generally are attached to utility poles under pole rental
agreements with local public utilities and telephone companies, and in certain
locations are buried in underground ducts or trenches.

         The Company owns or leases real property for signal receptions sites
and business offices in many of the communities served by its systems and for
its principal operating offices. See "Certain Transactions." On March 21, 1996,
Suburban entered into a lease for office space at 200 Cresson Boulevard, Oaks,
PA. The Company has moved administrative operations to this single location. The
office has approximately 57,000 square feet, which management believes is
adequate. In 1997, the Company, through one of its non-cable subsidiaries,
purchased land adjacent to its Oaks, PA office location where it expects to
build a master head-end facility. Since February 1996, the Company has been
leasing a portion of a building located at 4008 North DuPont Highway in New
Castle, Delaware for its cable operations. On April 15, 1997, the Company and
the landlord amended the lease to include the remainder of the building which
contains a total of approximately 80,800 square feet. The Call Center is located
in this facility and eventually will utilize the entire building after
remodeling is completed and the portion of the building used in the cable
operations is relocated to other space. Management believes that its properties
are in good operating condition and are suitable and adequate for the Company's
business operations.

         H.F. Lenfest is negotiating with Suburban and Radius with respect to
the purchase by Suburban and Radius of three office and warehouse facilities
from H.F. and Marguerite Lenfest for an aggregate purchase price of $6 million.
These facilities currently are leased from H.F. and Marguerite Lenfest. The
purchase price was determined as a result of an independent appraisal. If the
transaction is finalized, the Company expects closing to take place during 1998.

                                       13
<PAGE>

Item 3.    LEGAL PROCEEDINGS.

         On January 20, 1995, Mr. Albert Hadid filed suit in the Federal Court
of Australia, New South Wales District Registry, against Australis see "--
Non-Cable Investments"), the Company and several other entities and individuals
including H. F. Lenfest (the "Defendants"), involved in the acquisition of a
company of which Mr. Hadid was the controlling shareholder, the assets of which
included the right to acquire License B from the Australian government. Mr.
Hadid alleged that the Company and Mr. Lenfest breached fiduciary duties that
they owed to him and claimed damages of A$220 million. In August 1995, Mr. Hadid
amended the suit to include allegations that the Defendants defrauded him by
making certain representations to him in connection with the acquisition of his
company and to claim total damages of A$718 million (approximately U.S.$467
million as of December 31, 1997). The Defendants have denied all claims made
against them by Mr. Hadid and stated their belief that Mr. Hadid'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. As of the date hereof, Mr.
Hadid and other witnesses testifying on his behalf have not completed their
testimony and cross examination. The Defendants have begun the presentation of
their case. While the Company continues to deny all of Mr. Hadid's claims, it
cannot predict the outcome of the trial.

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.


                                       14
<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)         (42,752)
                                         --------       ---------       --------       -----------      -----------
    Loss from continuing operations
    before income taxes                  (12,812)        (28,254)       (21,824)         (142,970)        (100,756)
Income tax benefit                         2,018          10,174         10,724            14,329           36,179
                                         --------       ---------       --------       -----------      -----------
Loss from continuing operations          (10,794)        (18,080)       (11,100)         (128,641)         (64,577)
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)     $   (30,839)
                                         ========       =========       ========       ===========      ===========

Deficiency of earnings available to    $   5,079      $   18,444      $  19,956      $    130,984      $   104,249
cover fixed charges (a)
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  (b)
Revenues                               $ 197,630      $  212,800      $ 232,155      $    354,561      $   413,792
Adjusted EBITDA  (c) (d) (e)             100,476         105,711        115,261           182,905          205,861
Adjusted EBITDA margin  (f)                 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  (g)                 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      6.06x           5.83x          7.01x             7.16x            6.28x
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  (g)            81.06           74.75          68.44             59.93            89.28
   
    
</TABLE>                                                                        
                                                                     
                                       15
<PAGE>
----------
*    Prior year data is restated to reflect continuing operations.

(a)  For purposes of computing the deficiency of earnings available to cover
     fixed charges, earnings represents the sum of income from continuing
     operations before income taxes for the Company and its subsidiaries plus
     fixed charges, minority interest in the loss of consolidated subsidiaries,
     undistributed losses of equity method investments and distributed income of
     equity method investments; less undistributed income of equity method
     investments. Fixed charges represent interest paid or accrued on
     indebtedness of the Company and its subsidiaries, amortization of debt
     discount and deferred loan charges and one-third (the portion deemed
     representative of the interest factor) of rents. In 1995, the Company
     increased its ownership in Garden State Cablevision L.P. to 50% and,
     therefore, for 1995 and subsequent periods, the equity loss from Garden
     State Cablevision L.P. has not been added back for purposes of this
     calculation.

(b)  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.

(c)  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. Consequently, Adjusted EBITDA,
     Adjusted EBITDA margin, ratio of total debt to Adjusted EBITDA and annual
     Adjusted EBITDA per average basic customer are presented for the 
     convenience of the holders of the Company's public debt securities and
     industry analysts. 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.

(d)  CAH, Inc. became a part of the restricted group in 1996. CAH, Inc. has not
     been included in the 1993-1995 presentation.

(e)  Includes distributions received from unconsolidated and non core cable
     affiliates for the years ended December 31, 1995, 1996 and 1997 of $1.5
     million, $5.7 million and $5.3 million, respectively.

(e) Adjusted EBITDA margin measures Adjusted EBITDA as a percentage of revenues.

(g) Excludes the purchase price of acquisitions consummated during the period.

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



                                       16
<PAGE>

                                 CAPITALIZATION


         The following table sets forth the consolidated capitalization and cash
and cash equivalents of the Company as of December 31, 1997.

                                 (Dollars in thousands)

Cash and Cash Equivalents                                         $    15,623
                                                                  ============

Total Debt

Bank credit facility                                              $   240,000
11.84% Senior Notes                                                    10,500
11.30% Senior Notes                                                    45,000
 9.93% Senior Notes                                                    11,625
 8-3/8% Senior Notes, net of discount                                 687,082
 Obligations under capital leases                                       7,318
10-1/2% Senior Subordinated Notes, net of discount                    293,781
                                                                  ------------
           Total debt                                               1,295,306
                                                                  ------------

Stockholders' equity  (Deficit)
Common stock                                                                2
Additional paid-in capital                                             50,747
Unrealized gain on marketable securities, net                             499
Accumulated deficit                                                 (305,512)
                                                                  ------------
       Total stockholders' equity  (deficit)                        (254,264)
                                                                  ------------
           Total capitalization                                   $ 1,041,042
                                                                  ============


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. Consequently, Adjusted EBITDA and Adjusted EBITDA
margin are presented for the convenience of the holders of the Company's public
debt securities and industry analysts. 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.


                                       17
<PAGE>


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.

         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 29.5% to
$100.8 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 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
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-


                                       18
<PAGE>

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.

         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.

                                       19
<PAGE>

         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.

         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 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.


                                       20
<PAGE>


         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.

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,


                                       21
<PAGE>


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 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 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.


                                       22
<PAGE>


         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 carry forwards which it expects to
utilize notwithstanding recent losses. The net operating losses begin to expire
in the year 2000 and will fully expire in 2012. The Company believes the net
operating losses should start to be used in the year 2000 and should be fully
utilized before they expire. The Company believes that commencing in 2000 it
will begin generating taxable income as a result of increased revenues, the
anticipated elections of slower tax depreciation methods and anticipated
declines in amortization deductions. See Note 18 of the Company's Consolidated
Financial Statements for the minimum amounts of taxable income required each
year for the Company to fully utilize its net operating losses for such year
until such losses expire.

         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 Company
believes the guarantee under the license agreements was approximately $47.5
million. 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 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 non-cable
subsidiaries' indemnity.

         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. Australis will not make payments to the movie partnership for
film product thereby denying that partnership funds with which to pay the movie
studios whose license payments are guaranteed by Mr. Lenfest and TCI
International, Inc. However, the Company believes that the movie partnership has
entered into back-up arrangements with Foxtel, the partnership of News
Corporation and Telstra, to purchase movies from the partnership at
approximately the same price and under the same minimum guarantee arrangements
that the partnership had with Australis. Because of this arrangement, the
Company believes that payments will continue to be made by the partnership
pursuant to its license agreements with the movie studios. Consequently, the
Company believes that Mr. Lenfest's guarantee will not be called, and so the
Company's non-cable subsidiaries will not be required to pay any amounts to Mr.
Lenfest pursuant to the indemnification.

         Capital Expenditures. It is anticipated that during 1998, the Company
will spend at least $100 million for capital expenditures of which approximately
$90.0 million will be spent 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 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.

                                       23
<PAGE>

         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 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.

         The costs of the project and the date on which the Company plans to
complete the Year 2000 Issue modifications and replacements are based on
management's best estimates, which were derived using assumptions of future
events, including the continued availability of resources and the reliability of
third party modification plans. However, there can be no guarantee that these
estimates will be achieved and actual results could differ materially from those
plans.


Inflation

         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.


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

         The financial statements and supplementary data are included herein
beginning at page F-1.





                                       24
<PAGE>


Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                                   MANAGEMENT

Directors And Executive Officers

         The directors and executive officers of the Company are as set forth
below:

<TABLE>
<CAPTION>
         Name                               Age      Position
         ----                               ---      --------

<S>                                           <C>   <C>                 
         H. F. Lenfest  ...................   67     President, CEO and Director
         H. Chase Lenfest  ................   34     Director
         Brook J. Lenfest  ................   29     Director
         John C. Malone  ..................   57     Director
         William R. Fitzgerald  ...........   40     Director
         Harry F. Brooks  .................   60     Executive Vice President, Assistant Secretary
         Marguerite B. Lenfest  ...........   64     Treasurer
         Samuel W. Morris, Jr.  ...........   54     Vice President - General Counsel and Secretary
         Maryann V. Bryla  ................   32     Vice President - Finance, Assistant Secretary
         Donald L. Heller  ................   52     Vice President

</TABLE>

         H. F. Lenfest is the founder, a director and President and Chief
Executive Officer of the Company, the sole director of each of the Company's
subsidiaries and the President of each of the subsidiaries other than Lenfest
Programming Services, Inc. and TeleSTAR Marketing, Inc. ("TeleSTAR"). Mr.
Lenfest's principal occupation since 1974 has been serving as the President and
CEO of the Company and its subsidiaries. He is married to Marguerite B. Lenfest.
Mr. Lenfest is currently a director of TelVue Corporation.

         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.

         John C. Malone has served as a director of the Company since January
1982 other than for a brief period in 1997. Dr. Malone has served as the Chief
Executive Officer of TCI since January 1994, and as Chairman of the Board of TCI
since November 1996. Dr. Malone served as President of TCI from January 1994 to
March 1997, as Chief Executive Officer of TCI Communications, Inc., a subsidiary
of TCI ("TCIC"), from March 1992 to October 1994 and as President of TCIC from
1973 to October 1994. Dr. Malone is also a director of TCI, TCIC,
Tele-Communications International, Inc., TCI Pacific Communications, Inc., TCI
Satellite Entertainment, Inc., BET Holdings, Inc., The At Home Corporation and
The Bank of New York.

         William R. Fitzgerald has served as a Director of the Company since
January 30, 1998. Mr. Fitzgerald serves as Executive Vice President of Corporate
Development and Partnership Relations for TCI. Mr. Fitzgerald joined TCI
Communications, Inc. in March of 1996. Prior to joining TCI, he was a Senior
Vice President and Partner with Daniels & Associates. Before joining Daniels &
Associates, Mr. Fitzgerald was a Vice President at The First National Bank of
Chicago.



                                       25
<PAGE>

         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.

         Marguerite B. Lenfest has served as Treasurer of the Company since
1974. She is the wife of H. F. Lenfest and the sister of Harry F. Brooks.

         Samuel W. Morris, Jr. has been Vice President-General Counsel of the
Company since November 1993 and Secretary since December 17, 1997. Prior to
assuming his current position, he was a founding partner in the law firm of
Hoyle, Morris & Kerr, where he remains Of Counsel. Mr. Morris is also Vice
President-General Counsel and Secretary of each of the Company's subsidiaries.
Mr. Morris also serves as a director of Australis Media Ltd. since January 1998.

         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.

         Donald L. Heller has been a Vice President of the Company since March
1993. Prior to assuming his current position, Mr. Heller was, from June 1984 to
January 1993, the Vice President and General Manager of Sportschannel Prism
Associates, a regional cable television service which provided movies and
professional sports. Mr. Heller is also Vice President of Lenfest International,
Inc. and Lenfest Australia, Inc. He is currently a director of TelVue
Corporation and Australis Media Ltd.

         All directors serve until the next annual meeting of stockholders and
until their successors have been elected and have qualified. All executive
officers serve at the discretion of the Board of Directors. The directors of the
Company receive no compensation in their capacity as directors.


Other Principal Employees

         Debra A. Krzywicki has been an Executive Vice President of Suburban
since January 1, 1996, and a Vice President of Suburban from 1989 to December
31, 1995. She has been Assistant Secretary of the Company since January 1998.
She is primarily responsible for marketing, programming, customer service,
training and public relations.

         Robert M. Lawrence has been an Executive Vice President of Suburban
since January 1996, and a Regional Vice President and General Manager of
Suburban from March 1982 to December 31, 1995. He has been Assistant Secretary
of the Company since January 1998. He is responsible for technical operations,
engineering, franchise relations, information systems and purchasing.



                                       26
<PAGE>


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.
--------------------------------------------------------------------------------


Compensation Committee Interlocks And Insider Participation

         The Company has no compensation committee. H. F. Lenfest has
participated in the past, and is expected to continue to participate, in the
deliberations of the Board of Directors concerning executive compensation.





                                       27
<PAGE>

Item 12.   SECURITY AND OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, as of December 31, 1997, certain
information with respect to the Common Stock beneficially owned by each
director, all officers and directors of the Company as a group, and each person
known to the Company to own beneficially more than 5% of such Common Stock.
Unless otherwise noted, the individuals have sole voting and investment power.
<TABLE>
<CAPTION>

                                                               Shares of                 Percent of
Name and Address                                              Common Stock              Common Stock
----------------                                              ------------              ------------

<S>                                                              <C>                       <C>  
H. F. Lenfest, Director (a)(b)(c)(d)(g)                          79,448                    50.0%
John C. Malone, Director (e)(f)                                  79,448                    50.0%
Brook J. Lenfest (a)(c)(d)(g)                                    14,862                     9.4%
H. Chase Lenfest (a)(c)(d)(g)                                    14,862                     9.4%
Diane A. Lenfest (a)(c)(g)                                       14,862                     9.4%
LMC Lenfest, Inc. (c)(f)(h)                                      79,448                    50.0%
   (an indirect wholly owned subsidiary of TCI)
All officers and directors as a                                 158,896                   100.0%
   group (10 persons)
</TABLE>
----------
(a)  Such person's address is c/o The Lenfest Group, 200 Cresson Boulevard,
     Oaks, PA 19456.

(b)  Includes 14,862 and 14,862 shares owned by Brook J. Lenfest and H. Chase
     Lenfest which are held in trusts established by each of them, and 14,862
     shares owned by Diane A. Lenfest, respectively, all of whom are children of
     Mr. Lenfest. See Notes (d) and (g) below.

(c)  H. F. Lenfest and LMC Lenfest, Inc. have an agreement that provides,
     together with the amended and restated Certificate of Incorporation of the
     Company, that Mr. Lenfest has the right to designate a majority of the
     Board of Directors until January 1, 2002. During such period, vacancies in
     respect of the directors designated by Mr. Lenfest shall be filled by
     designees of Mr. Lenfest or, in the event of Mr. Lenfest's death, of The
     Lenfest Foundation. Thereafter, the Lenfest Family and LMC Lenfest, Inc.
     will have the right to appoint an equal number of members of the Company's
     Board of Directors. This right will continue for so long as any member of
     the Lenfest Family owns any stock in the Company. Pursuant to a separate
     agreement, each of H. F. Lenfest, Brook J. Lenfest, H. Chase Lenfest and
     Diane A. Lenfest (the "Lenfest Shareholders") have granted to LMC Lenfest,
     Inc. a right of first refusal with respect to their shares of stock in the
     Company and LMC Lenfest, Inc. has granted a right of first refusal to the
     Lenfest Shareholders with respect to its shares of stock in the Company.

(d)  Each of Mr. Lenfest, Brook J. Lenfest and H. Chase Lenfest hold their
     34,862 shares, 14,862 shares and 14,862 shares, respectively, in trusts
     established by each of them, each of which is terminable at will.

(e)  Dr. Malone's address is c/o Terrace Tower II, 5619 DTC Parkway, Englewood,
     CO 80111.

(f)  Includes 79,448 shares owned by LMC Lenfest, Inc., of which Dr. Malone is
     an affiliate. Dr. Malone disclaims beneficial ownership of these shares.

(g)  Each of Brook J. Lenfest, H. Chase Lenfest and Diane A. Lenfest has given
     to H. F. Lenfest an irrevocable proxy granting him the power (until March
     30, 2000) to vote their shares for the election of directors. H. F. Lenfest
     disclaims beneficial ownership of these shares.

(h)  LMC Lenfest, Inc.'s address is 8101 East Pacific Avenue, Suite 500,
     Englewood, CO 80111.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company is a party to an agreement with Satellite Services, Inc.
("SSI"), an affiliate of TCI, the indirect parent of LMC Lenfest, Inc., a 50%
stockholder of the Company and an affiliate of Dr. Malone, a director of the
Company, pursuant to which SSI provides certain cable programming to the Company
at a rate fixed as a percentage in excess of the rate available to TCI.
Management believes that these rates are significantly less than the rates that
the Company could obtain independently. For the year ended December 31, 1997,
the Company incurred programming expenses under its agreement with SSI of
approximately $62.9 million.

         Garden State obtains its cable television programming from SSI through
the Company. The programming services are at a rate which is not more than
Garden State could obtain independently. For the year ended December 31, 1997,
Garden State obtained approximately $14.7 million of programming through the
Company.

         The Company, through StarNet, Inc., sells cross channel tune-in
promotional services for cable television to affiliates of TCI. For the year
ended December 31, 1997, the Company generated revenues of $1.9 million for such
services.

                                       28
<PAGE>

Through October 31, 1997, the Company rented four office and warehouse spaces
from H. F. Lenfest and Marguerite Lenfest. Thereafter, the Company rented three.
For the year ended December 31, 1997, the Company paid the Lenfests an aggregate
of $647,000 under such leases. Rental payments are on terms that are no less
favorable than those the Company could obtain from independent parties. H.F.
Lenfest is negotiating with Suburban Cable and Radius with respect to the
purchase by Suburban Cable and Radius of three facilities from H.F. Lenfest and
Marguerite Lenfest for an aggregate purchase price of $6 million. The purchase
price was determined as a result of an independent appraisal. If the transaction
is finalized, the Company expects closing to take place during 1998.

         For the year ended December 31, 1997, the Company incurred pay-per-view
order placement fees to TelVue Corporation, an affiliate of H. F. Lenfest,
$470,000 for pay-per-view order placement services.

         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. On May 5, 1998, the Trustee for the holders of
Australis' bond indebtedness appointed receivers in order to wind up the affairs
of Australis. Consequently, it is probable that Australis will not continue to
make payments to the movie partnership for film product thereby denying that
partnership funds with which to pay the movie studios whose license payments are
guaranteed by Mr. Lenfest and TCI International, Inc. However, the Company
believes that the movie partnership has entered into back-up arrangements with
Foxtel, the partnership of News Corporation and Telstra, to purchase movies from
the partnership at approximately the same price and under the same minimum
guarantee arrangements that the partnership had with Australis. Because of this
arrangement, the Company believes that payments will continue to be made by the
partnership pursuant to its license agreements with the movie studios.
Consequently, the Company believes that Mr. Lenfest's guarantee will not be
called, and the Company will not be required to pay any amounts to Mr. Lenfest
pursuant to the indemnification.

         The Company has agreed to pay the legal expenses of H. F. Lenfest and
Marguerite Lenfest related to a pending SEC action against them. H. F. Lenfest
and Marguerite Lenfest have agreed to repay such expenses if it is subsequently
determined that the Company is not permitted to make such payments under
Delaware corporate law. The Company has paid $583,713 in legal expenses for
H.F. Lenfest and Marguerite Lenfest relating to this matter through December 31,
1997.

         The Company paid the legal expenses of Harry Brooks related to the
federal criminal action against him as disclosed in the Company's Report on Form
10-K for the year ended December 31, 1996. The Company also paid Mr. Brooks an
amount which enabled him to pay the $25,000 fine levied against him in such
action and to pay the costs of his work release and home confinement program.
The Company paid $221,550 in legal expenses for Mr. Brooks relating to this
matter.

         Dr. Malone, a director of the Company, is a director of The Bank of New
York, which is the Trustee under the Indentures for the Company's Senior Notes
and Subordinated Notes and a lender under the Bank Credit Facility.

         For the years ended December 31, 1995 and 1996 Cable AdNet Partners, an
affiliate of TCI and Dr. Malone, paid Suburban, approximately $2.6 million and
$193,000, respectively, for Suburban's share of advertising revenue under a
certain advertising agreement.



                                       29
<PAGE>


         In February 1996, the Company completed the exchange of its cable
television systems in the East San Francisco Bay Area, a 41.67% partnership
interest in Bay Cable Advertising, and the right to acquire a certain other
cable television system for TCI's Wilmington, Delaware area cable television
system for a net aggregate price of $45.6 million. In connection with this the
Company also acquired certain of the assets of Cable AdNet Partners located in
the Wilmington, Delaware area for approximately $1.1 million.

         In February 1996, Mr. Lenfest guaranteed the full payment and
performance of a credit facility which the Company's unrestricted subsidiary,
Lenfest Australia, had put in place to provide for its guarantee of $75.0
million of a $125.0 million Australis short term borrowing. This obligation was
terminated in October 1996.

         In January 1995, Mr. Lenfest advanced $10.0 million to the Company in
connection with the investment by the Company's subsidiary, Lenfest Jersey,
Inc., in Garden State. This loan was repaid in April 1995.

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:

                  A. Report of Pressman Ciocca Smith LLP on Schedules
                     (i)  Report of Independent Certified Public Accountants 
                          on Schedule
                     (ii) Schedule II -- Valuation and Qualifying Accounts
                          Lenfest Communications, Inc. and Subsidiaries

                  B.      Report of Arthur Andersen LLP on Schedules
                     (i)  Report of Independent Certified Public Accountants 
                          on Schedule
                     (ii) Schedule II -- Valuation and Qualifying Accounts
                          Garden State Cablevision L.P.

            (a)(3)     Exhibits.

            The following Exhibits are furnished as part of this Registration
Statement:



                                       30
<PAGE>

Exhibit
Number            Title or Description

         (a)      Exhibits.

         The following Exhibits are furnished as part of this Report:

   ####1          Purchase Agreement, dated January 30, 1998, between the 
                  Company, Salomon Brothers Inc. and NationsBanc Montgomery 
                  Securities LLC.

      *2.1        Amended and Restated Asset Exchange Agreement, dated September
                  8, 1995, between LenComm, Inc. and Lenfest West, Inc. and
                  Heritage Cablevision of Delaware, Inc.

      *2.2        Asset Purchase Agreement, dated as of May 9, 1995, by and
                  between TCI Communications Inc. and Sammons Communications of
                  New Jersey, Inc., Oxford Valley Cablevision, Inc., Sammons
                  Communications of Pennsylvania, Inc., NTV Realty, Inc.,
                  Capital Telecommunications, Inc. and AC Communications, Inc.

      *2.3        Assignment and Assumption Agreement, dated as of June 1, 1995,
                  among TCI Communications, Inc., TKR Cable Company and Lenfest
                  Communications, Inc.

      *2.4        Asset Purchase Agreement, dated as of September 7, 1995, by
                  and between Lenfest Atlantic, Inc. and Tri-County Cable
                  Television Company.

      *2.5        Letter Agreement, dated July 13, 1995, between Suburban Cable
                  TV Co., Inc., and Service Electric Cable TV, Inc.

      *2.6        Letter Agreement, dated August 11, 1995, between Suburban
                  Cable TV Co., Inc., and Service Electric Cablevision, Inc.

    ***2.7        Assignment and Assumption Agreement, dated as of February 16,
                  1996, by and between Heritage Cablevision of Delaware, Inc.
                  and Lenfest New Castle County, a Delaware general partnership.

    ***2.8        Bill of Sale, Assignment and Assumption and Release, dated as
                  of February 16, 1996, by and among Lenfest New Castle County,
                  Heritage Cablevision of Delaware, Inc. and The World Company.

      +2.9        Asset Purchase Agreement, dated March 28, 1996, between Cable
                  TV Fund 14-A, Ltd. and Lenfest Atlantic, Inc.

    +++3.1        Restated Certificate of Incorporation of the Company.

    +++3.2        Amended and Restated Bylaws of the Company.

      *4.1        Form of $700,000,000 8 3/8% Senior Note Due 2005.

     **4.2        Indenture between the Company and The Bank of New York, dated
                  as of November 1, 1995.

    +++4.3        Indenture, dated as of June 15, 1996, between the Company and
                  The Bank of New York.

    +++4.4        Form of Certificated Note, dated June 27, 1996, between the
                  Company and Salomon Brothers Inc. (In accordance with Item 601
                  of Regulation S-K similar Notes between the Company and
                  Salomon Brothers Inc. have not been filed because they are
                  identical in all material respects to the filed exhibit.)

    +++4.5        Form of 10 1/2% Senior Subordinated Note, dated June 27, 1996,
                  in the principal sum of $296,700,000.



                                       31
<PAGE>

    +++4.6        Registration Agreement, dated as of June 20, 1996, between the
                  Company and Salomon Brothers Inc., Toronto Dominion Securities
                  (USA) Inc., CIBC Wood Gundy Securities Corp. and NationsBanc
                  Capital Markets, Inc.

   ####4.7        Registration Agreement, dated January 30, 1998, between the
                  Company, Salomon Brothers Inc. and NationsBanc Montgomery
                  Securities LLC.

   ####4.8        Indenture, dated as of February 5, 1998, between the Company
                  and The Bank of New York relating to the $150,000,000 7 5/8%
                  Senior Notes due 2008.

   ####4.9        Form of $150,000,000 7 5/8% Senior Notes due 2008. (In
                  accordance with Item 601 of Regulation S-K similar notes
                  between the same parties which reference CUSIP No. 526055 AF 5
                  and CUSIP No. U52547 AA 1 have not been filed because they are
                  identical in all material respects to the filed exhibit.)

   ####4.10       Indenture, dated as of February 5, 1998, between the
                  Company and The Bank of New York relating to the $150,000,000
                  8 1/4% Senior Subordinated Notes due 2008.

   ####4.11       Form of $150,000,000 8 1/4% Senior Subordinated Notes due
                  2008. (In accordance with Item 601 of Regulation S-K similar
                  notes between the same parties which reference CUSIP No.
                  U52547 AB 9 and CUSIP No. 526055 AH 1 have not been filed
                  because they are identical in all material respects to the
                  filed exhibit.)

     *10.1        Credit Agreement, dated as of June 24, 1994, as amended
                  December 16, 1994 and January 10, 1995, among Lenfest
                  Communications, Inc., The Toronto-Dominion Bank and PNC Bank,
                  National Association as Managing Agents, the Lenders and
                  Toronto-Dominion (Texas), Inc., as Administrative Agent.

     *10.2        Note Agreement, dated as of May 22, 1989, among Lenfest
                  Communications, Inc. and the Prudential Insurance Company of
                  America with respect to $50,000,000 10.69% Senior Notes due
                  1998.

     *10.3        Note Agreement, dated as of September 14, 1988, among Lenfest
                  Communications, Inc. and certain Institutions described
                  therein with respect to $125,000,000 10.15% Senior Notes due
                  2000.

     *10.4        Note Agreement, dated as of September 27, 1991, among Lenfest
                  Communications, Inc. and Certain Institutions described
                  therein with respect to $100,000,000 9.93% Senior Notes due
                  2001.

     *10.5        Programming Supply Agreement, effective as of September 30,
                  1986, between ease , dated as of May Marguerite Lenfest and
                  Satellite Services, Inc. and Lenfest Communications, Inc.

     *10.6        Lease, dated as of May 1, 1990, by and between H.F. Lenfest
                  and Marguerite Lenfest and Suburban Cable TV Co. Inc.

     *10.7        Lease, dated as of May 1, 1990, by and between H.F. Lenfest
                  and Marguerite Lenfest and Suburban Cable TV Co. Inc.

     *10.8        Lease, dated as of May 24, 1990, by and between H.F. Lenfest
                  and Marguerite Lenfest and MicroNet, Inc.

     *10.9        Lease, dated as of June 20, 1991, as amended January 1, 1995,
                  by and between H.F. Lenfest and Marguerite Lenfest and
                  StarNet, Inc. (as successor to NuStar).

    *10.10        Supplemental Agreement, dated December 15, 1981, by and
                  between TCI Growth, Inc., H.F. Lenfest, Marguerite Lenfest and
                  Lenfest Communications, Inc. and Joinder Agreement executed by
                  LMC Lenfest, Inc.



                                       32
<PAGE>

    *10.11        Amendment to Supplemental Agreement, dated May 4, 1984 between
                  Lenfest Communications, Inc. and TCI Growth, Inc.

    *10.12        Agreement, dated July 1, 1990, between H.F. Lenfest,
                  Marguerite B. Lenfest, Diane A. Lenfest, H. Chase Lenfest,
                  Brook J. Lenfest and the Lenfest Foundation,
                  Telecommunications, Inc. and Liberty Media Corporation.

    *10.13        Agreement and Consent, dated as of November 1, 1990, by and
                  among TCI Development Corporation, TCI Holdings, Inc., TCI
                  Liberty, Inc., Liberty Cable, Inc., H.F. Lenfest, Marguerite
                  B. Lenfest, H. Chase Lenfest, Brook J. Lenfest, Diane A.
                  Lenfest and Lenfest Communications, Inc.

    *10.14        Letter Agreement, dated as of December 18, 1991, among Liberty
                  Media Corporation, Lenfest Communications, Inc., Marguerite B.
                  Lenfest, Diane A. Lenfest, H. Chase Lenfest, Brook J. Lenfest
                  and the Lenfest Foundation.

    *10.15        Irrevocable Proxies of H. Chase Lenfest, Diane A. Lenfest and
                  Brook J. Lenfest, each dated March 30, 1990.

    *10.16        Partnership Agreement of L-TCI Associates, dated April, 1993,
                  between Lenfest International, Inc. and UA-France, Inc.

    *10.17        Stock Pledge Agreement, dated May 28, 1993, between Lenfest
                  York, Inc. and CoreStates Bank, N.A., as Collateral Agent.

    *10.18        Pledge Agreement, dated July 29, 1994, between Lenfest Raystay
                  Holdings, Inc. and Farmers Trust Company as Collateral Agent.

    *10.19        Agreement, dated September 30, 1986, between Lenfest
                  Communications, Inc. and Tele-Communications, Inc.

    *10.20        Agreement for the Sale of Advertising on Cable Television
                  Stations, dated as of November 25, 1991 between Suburban Cable
                  TV Co. Inc. and Cable AdNet Partners.

   **10.21        Letter Agreement, dated November 8, 1995, between the Company
                  and The Prudential Insurance Company of America. (In
                  accordance with item 601 of Regulation S-K, agreements between
                  the Company and J.P. Morgan Investment Management Co. and
                  Banker's Trust have not been filed because they are identical
                  in all material respects to the filed exhibit.)

   **10.22        Letter Agreement, dated November 8, 1995, between the Company
                  and The Prudential Insurance Company of America. (In
                  accordance with Item 601 of Regulation S-K, agreements between
                  the Company and MBL Life Assurance Corp., Full & Co., AUSA
                  Life Insurance Company, Inc. and Equitable Life Assurance
                  Society have not been filed because they are identical in all
                  material respects to the filed exhibit.)

   **10.23        Letter Agreement, dated October 31, 1995, between the Company
                  and PPM America. (In accordance with item 601 of Regulation
                  S-K, agreements between the Company and Unum Life Insurance
                  Company of America and First Unum Life Insurance Company, New
                  York Life insurance Co., SAFECO Life Insurance Co., American
                  Enterprise Life Insurance Company, IDS Life Insurance Company
                  of New York and Teachers Insurance and Annuity Association of
                  America have not been filed because they are identical in all
                  material respects to the filed exhibit.)

   **10.24        Letter Agreement, dated November 9, 1995, between the Company
                  and Unum Life Insurance Company of America and First Unum Life
                  Insurance Company.



                                       33
<PAGE>


   **10.25        Credit Agreement, dated as of December 14, 1995, among Lenfest
                  Communications, Inc., The Toronto-Dominion Bank, PNC Bank,
                  National Association and NationsBank of Texas, N.A., as
                  Arranging Agents, the Lenders and Toronto-Dominion (Texas),
                  Inc., as Administrative Agent.

    +10.26        First Amendment, dated as of February 29, 1996, to Credit
                  Agreement, dated as of December 14, 1995, by and among Lenfest
                  Communications, Inc., The Toronto-Dominion Bank, PNC Bank,
                  National Association and NationsBank of Texas, N.A., as
                  Arranging Agents, the Lenders and Toronto-Dominion (Texas),
                  Inc., as Administrative Agent.

    +10.27        Agreement, dated as of February 29, 1996, in favor of the
                  Company by H.F. Lenfest.

    +10.28        Credit Agreement, dated as of February 29, 1996, between
                  Lenfest Australia, Inc. and The Toronto-Dominion Bank and
                  NationsBank of Texas, N.A. and Toronto- Dominion (Texas),
                  Inc., as Administrative Agent.

    +10.29        Sublease Agreement, dated March 21, 1996, between Suburban
                  Cable TV Co. Inc. and Surgical Laser Technologies, Inc.

    +10.30        Letter Agreement, dated November 30, 1995, between the Company
                  and The Prudential Insurance Company of America.

    +10.31        Letter Agreement, dated November 30, 1995, between the Company
                  and The Prudential Insurance Company of America. (In
                  accordance with Item 601 of Regulation S-K, agreements between
                  the Company and MBL Life Assurance Corp. and Full & Co. have
                  not been filed because they are identical in all material
                  respects to the filed exhibit.)

   ++10.32        Form of Second Amendment, dated as of April 29, 1996, to
                  Credit Agreement, dated as of December 14, 1995, by and among
                  Lenfest Communications, Inc., The Toronto-Dominion Bank, PNC
                  Bank, National Association and NationsBank of Texas, N.A., as
                  Arranging Agents, the Lenders and Toronto-Dominion (Texas),
                  Inc., as Administrative Agent.

   ++10.33        Form of Letter Agreement, dated May 2, 1996, between the
                  Company and The Prudential Insurance Company of America.

   ++10.34        Form of Letter Agreement, dated May 2, 1996, between the
                  Company and The Prudential Insurance Company of America. (In
                  accordance with Item 601 of Regulation S-K, agreements between
                  the Company and ECM Fund, L.P. I and Equitable Life Assurance
                  Society have not been filed because they are identical in all
                  material respects to the filed exhibit.)

   ++10.35        Form of Senior Subordinated Credit Agreement, dated as of May
                  2, 1996, between Lenfest Communications, Inc. and The
                  Toronto-Dominion Bank.

  +++10.36        Letter Agreement, dated June 11, 1996, and accepted June
                  20, 1996, between the Company and MBL Life Assurance
                  Corporation. (In accordance with Item 601 of Regulation S-K,
                  an agreement between the Company and The Prudential Insurance
                  Company of America has not been filed because it is identical
                  in all material respects to the filed exhibit.)

  +++10.37        Letter Agreement, dated June 20, 1996, between the Company and
                  The Prudential Insurance Company of America.

  +++10.38        Credit Agreement, dated June 27, 1996, between the Company,
                  The Toronto-Dominion Bank, PNC Bank, National Association and
                  NationsBank of Texas, as Arranging Agents, the Lenders and
                  Toronto-Dominion (Texas), Inc., as Administrative Agent.

  +++10.39        First Amendment, dated August 29, 1996, to Credit Agreement,
                  dated as of February 29, 1996, by and among Lenfest Australia,
                  Inc., The Toronto-Dominion Bank, NationsBank of Texas, N.A.
                  and Toronto Dominion (Texas), Inc.



                                       34
<PAGE>

    #10.40        Second Amendment, dated September 30, 1996, to Credit
                  Agreement, dated as of February 29, 1996, by and among Lenfest
                  Australia, Inc., The Toronto-Dominion Bank, NationsBank of
                  Texas, N.A. and Toronto Dominion (Texas), Inc.

    #10.41        Form of First Amendment, dated as of October 28, 1996, to
                  Credit Agreement, dated as of June 27, 1996, by and among
                  Lenfest Communications, Inc., The Toronto-Dominion Bank, PNC
                  Bank, National Association and NationsBank of Texas, N.A., as
                  Arranging Agents, the Lenders and Toronto Dominion (Texas),
                  Inc., as Administrative Agent.

   ##10.42        Letter, dated March 6, 1997, from H. F. Lenfest to the 
                  Company.

  ###10.43        Agreements, dated as of June 5, 1997, between H. F. Lenfest
                  and Lenfest Jersey, Inc., Lenfest York, Inc., Lenfest Raystay,
                  Inc. and MCN, Inc. (formerly, MicroNet, Inc.).

 ####10.44        Letter, dated March 26, 1998 (effective September 30, 1997),
                  from H. F. Lenfest to the Company.

      *21.        Subsidiaries of the Company.

   ####27.        Financial Data Schedule.

----------

    *     Incorporated by reference to the Company's Registration Statement on
          Form S-1, No. 33-96804, declared effective by the Securities and
          Exchange Commission on November 8, 1995.

    **    Incorporated by reference to the Company's Report on Form 10-Q, dated
          December 22, 1995, for the quarter ended September 30, 1995.

    ***   Incorporated by reference to the Company's Report on Form 8-K, dated
          February 26, 1996.

    +     Incorporated by reference to the Company's Report on Form 10-K, dated
          March 29, 1996, for the year ended December 31, 1995.

    ++    Incorporated by reference to the Company's Report on Form 10-Q, for
          the quarter ended March 31, 1996.

    +++   Incorporated by reference to the Company's Registration Statement on
          Form S-4, No. 333-09631, dated August 6, 1996.

    #     Incorporated by reference to the Company's Report on Form 10-Q, dated
          November 14, 1996, for the quarter ended September 30, 1996.

    ##    Incorporated by reference to the Company's Report on Form 10-K, dated
          March 22, 1997, for the year ended December 31, 1996.

    ###   Incorporated by reference to the Company's Report on Form 10-Q, dated
          August 14, 1997, for the quarter ended June 30, 1997.

    ####  Incorporated by reference to the Company's Report on Form 10-K, dated
          March 27, 1998, for the year ended December 31, 1997.

          (b)   Reports on Form 8-K.

                None.



                                       35

<PAGE>



                          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

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARES

Report of Independent Certified Public Accountants on Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . .      F-48

Schedule II - Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      F-49


GARDEN STATE CABLEVISION L.P.

Report of Independent Certified Public Accountants on Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . .      F-50

Schedule II - Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      F-51
</TABLE>



                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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)




                                      F-2
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

<TABLE>
<CAPTION>





                                                                                               December 31,
                                                                                    -----------------------------------
                                                                                         1996                 1997
                                                                                    --------------       --------------
<S>                                                                                 <C>                  <C>          
ASSETS

Cash and cash equivalents                                                           $      19,162        $      15,623

Marketable securities                                                                      79,830               14,452

Accounts receivable - trade and other, less allowance
 for doubtful accounts of $1,985 in 1996 and $2,923 in 1997                                19,885               23,206

Inventories                                                                                 2,757                2,153

Prepaid expenses                                                                            2,364                2,960

Property and equipment, net of accumulated
 depreciation                                                                             372,387              413,787

Investments in affiliates, accounted for under the equity
 method, and related receivables                                                           41,333               46,471

Other investments, at cost                                                                 10,410               10,410

Goodwill, net of amortization                                                              74,404               73,136

Deferred franchise costs, net of  amortization                                            494,568              507,023

Other intangible assets, net of amortization                                               24,908               28,341

Deferred Federal tax asset (net)                                                           52,257               74,251

Net assets of discontinued operations                                                      20,971                2,660

Other assets                                                                                6,552                5,247
                                                                                    --------------       --------------




                                                                                    $   1,221,788        $   1,219,720
                                                                                    ==============       ==============
</TABLE>



See accompanying notes.
                                                                   (continued)



                                      F-3
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, (continued)
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                    -----------------------------------
                                                                                         1996                 1997
                                                                                    --------------       --------------
<S>                                                                                 <C>                  <C>          
LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)

Notes payable                                                                       $   1,303,200        $   1,287,988

Obligations under capital leases - related party                                            5,186                3,722

Obligations under capital leases - unrelated parties                                        4,477                3,596

Accounts payable and accrued expenses - unrelated parties                                  38,781               50,867

Accounts payable - affiliate                                                               12,855               26,304

Customer service prepayments and deposits                                                   8,614                6,984

Deferred interest                                                                               -                7,063

Deferred state tax liability (net)                                                          9,066                9,580

Investment in Garden State Cablevision L.P.                                                72,454               77,880
                                                                                    --------------       --------------

                                                           TOTAL LIABILITIES            1,454,633            1,473,984

MINORITY INTEREST in equity of consolidated
 subsidiaries                                                                                 945                    -

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $.01 par value, 158,896 shares
    authorized, issued and outstanding                                                          2                    2

  Additional paid-in capital                                                               50,747               50,747

  Unrealized gain (loss) on marketable securities, net of deferred
    tax liabilities of $317 in 1996 and $269 in 1997                                       (9,866)                 499

  Accumulated deficit                                                                    (274,673)            (305,512)
                                                                                    --------------       --------------
                                                                                         (233,790)            (254,264)
                                                                                    --------------       --------------

                                                                                    $    1,221,788        $   1,219,720
                                                                                    ==============       ==============


</TABLE>

See accompanying notes.


                                      F-4
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                          Year Ended December 31,
                                                                                ---------------------------------------------
                                                                                     1995             1996            1997
                                                                                -------------     ------------     ----------

<S>                                                                             <C>               <C>              <C>         
REVENUES                                                                        $    254,225     $   381,810     $    447,390

OPERATING EXPENSES
  Service                                                                             15,670          29,299           33,772
  Programming - from affiliate                                                        37,685          57,344           62,892
  Programming - other cable                                                           17,637          25,460           30,196
  Selling, general and administrative                                                 55,262          82,688          105,470
  Direct costs - non-cable                                                            18,859          21,150           22,337
  Depreciation                                                                        49,126          65,712           78,801
  Amortization                                                                        25,146          45,565           51,138
                                                                                ------------     -----------     ------------
                                                                                     219,385         327,218          384,606
                                                                                ------------     -----------     ------------

                                                            OPERATING INCOME          34,840          54,592           62,784

OTHER INCOME (EXPENSE)
  Interest expense                                                                   (60,909)       (107,201)        (120,788)
  Equity in net (losses) of unconsolidated affiliates                                (10,682)        (17,870)          (7,334)
  Recognized (loss) on decline in market value of securities -
   Australis Media Limited                                                                 -         (86,400)         (44,572)
  Other income and expense (net)                                                      14,927          13,909            9,154
                                                                                ------------     -----------     ------------
                                                                                     (56,664)       (197,562)        (163,540)
                                                                                ------------     -----------     ------------
                                           (LOSS) FROM CONTINUING OPERATIONS
                                                         BEFORE INCOME TAXES         (21,824)       (142,970)        (100,756)

INCOME TAX BENEFIT (NET)                                                              10,724          14,329           36,179
                                                                                ------------     -----------     ------------

                                           (LOSS) FROM CONTINUING OPERATIONS         (11,100)       (128,641)         (64,577)

DISCONTINUED OPERATIONS (net of applicable income taxes) Income (loss) from
  discontinued operations of MicroNet, Inc. and affiliates                              (395)            363            1,469
  Gain on sale of assets of MicroNet, Inc. and affiliates                                  -               -           32,269
                                                                                ------------     -----------     ------------
                                                                                        (395)            363           33,738
                                                                                ------------     -----------     ------------

                                            (LOSS) BEFORE EXTRAORDINARY LOSS         (11,495)       (128,278)         (30,839)

EXTRAORDINARY (LOSS)
  Early extinguishment of debt, net of income taxes of
   $3,629 in 1995 and $1,337 in 1996                                                  (6,739)         (2,484)              -
                                                                                ------------     -----------     ------------

                                                                  NET (LOSS)    $    (18,234)    $  (130,762)    $    (30,839)
                                                                                ============     ===========     ============
</TABLE>

See accompanying notes.


                                      F-5
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)
(Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                              Year Ended December 31,
                                                                                  ------------------------------------------------
                                                                                      1995              1996              1997
                                                                                  ------------      ------------     -------------
<S>                                                                               <C>               <C>              <C>         
COMMON STOCK
                                                        BALANCE AT BEGINNING
                                                             AND END OF YEAR      $         2      $         2     $          2
                                                                                  ===========      ===========     ============

ADDITIONAL PAID-IN CAPITAL

                                                        BALANCE AT BEGINNING
                                                             AND END OF YEAR      $    50,747      $    50,747     $     50,747
                                                                                  ===========      ===========     ============

ACCUMULATED OTHER COMPREHENSIVE
  INCOME (LOSS)

UNREALIZED GAIN (LOSS) ON MARKETABLE
  SECURITIES
    Balance at beginning of year                                                  $    25,319      $    47,970     $     (9,866)
    Net unrealized gain (loss) on marketable securities, net of
     deferred tax liabilities                                                          22,651          (57,836)          10,365
                                                                                  -----------      -----------     ------------
                                                      BALANCE AT END OF YEAR      $    47,970      $    (9,866)    $        499
                                                                                  ===========      ===========     ============

ACCUMULATED DEFICIT
  Balance at beginning of year                                                    $  (125,677)     $  (143,911)    $   (274,673)
  Net (loss)                                                                          (18,234)        (130,762)         (30,839)
                                                                                  -----------      -----------     ------------
                                                      BALANCE AT END OF YEAR      $  (143,911)     $  (274,673)    $   (305,512)
                                                                                  ===========      ===========     ============

                                                         TOTAL STOCKHOLDERS'
                                                            EQUITY (DEFICIT)      $   (45,192)     $  (233,790)    $   (254,264)
                                                                                  ===========      ===========     ============



</TABLE>









See accompanying notes.


                                      F-6
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>



                                                                                        Year Ended December 31,
                                                                             -----------------------------------------------
                                                                                 1995              1996             1997
                                                                             ------------     -------------     ------------

<S>                                                                          <C>              <C>               <C>          
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                                                 $   (18,234)    $   (130,762)    $   (30,839)
  (Income) loss from discontinued operations                                         395             (363)         (1,469)
  (Gain) on sale of assets of discontinued operations                                  -                -         (32,269)
  Extraordinary loss                                                               6,739            2,484               -
                                                                             -----------     ------------     -----------
  Loss from continuing operations                                                (11,100)        (128,641)        (64,577)
  Adjustments to reconcile loss from continuing operations
   to net cash provided by operating activities:
    Depreciation and amortization                                                 74,272          111,277         129,939
    Accretion of debt discount                                                       328            1,081           1,788
    Accretion of discount on marketable securities                                     -           (1,026)           (477)
    Net (gains) on sales of marketable securities                                (13,517)            (342)           (468)
    Recognized loss on decline in market value of securities -
     Australis Media Limited                                                           -           86,400          44,572
    (Gain) on disposition of equity investment                                         -           (7,210)         (7,318)
    Deferred income tax (benefit)                                                (10,724)         (15,226)        (21,431)
    Write off of assets upon rebuild of cable systems                                282              846               -
    (Gain) loss on sales of property and equipment                                  (115)            (326)            694
    Equity in net losses of unconsolidated affiliates                             10,682           17,870           7,334
    Loss on other investments                                                         75                -               -
    Minority interests                                                            (1,347)          (2,492)           (945)
  Changes in operating assets and liabilities, net of effects from acquisitions:
    Cash - restricted escrow                                                       3,273                -               -
    Accounts receivable                                                            2,675           (7,100)         (3,321)
    Inventories                                                                    2,260            2,175             604
    Prepaid expenses                                                                 594              278            (596)
    Other assets                                                                    (291)          (3,363)          1,305
    Deferred interest                                                                  -                -           7,063
    Accounts payable and accrued expenses:
      Affiliate                                                                     (433)           5,650          13,449
      Unrelated parties                                                           11,749            6,599          12,086
    Customer service prepayments and deposits                                        (70)             637          (1,630)
                                                                             -----------     ------------     -----------


                                                    NET CASH PROVIDED BY
                                                    OPERATING ACTIVITIES          68,593           67,087         118,071
                                                                             -----------     ------------     -----------
</TABLE>








See accompanying notes.                                              (continued)




                                      F-7
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, (continued)
(Dollars in thousands)
<TABLE>
<CAPTION>




                                                                                       Year Ended December 31,
                                                                         -----------------------------------------------------
                                                                              1995                1996               1997
                                                                         -------------      --------------     --------------

<S>                                                                            <C>                <C>                <C>     
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions of cable systems                                          $           -      $    (604,032)    $     (84,500)
  Acquisition of the minority interest of South Jersey
   Cablevision Associates                                                       (8,838)                 -                 -
  Non cable acquisitions                                                             -             (5,600)                -
  Purchases of property and equipment                                          (44,144)           (57,397)          (94,519)
  Purchases of marketable securities                                            (2,678)              (582)           (3,091)
  Purchases of other investments                                                   (71)                 -                 -
  Proceeds from transfer of cable system                                             -              4,500                 -
  Proceeds from sales of property and equipment                                    192                381             1,091
  Proceeds from sales of marketable securities                                  16,545              1,952            45,223
  Proceeds from sale of assets of discontinued operations                            -                  -            70,250
  Discontinued operations                                                       (1,677)              (255)          (18,558)
  Loans to Australis Media                                                           -            (41,139)                -
  Proceeds from Australis Media note receivable                                 19,240             41,139                 -
  Investments in unconsolidated affiliates                                     (19,492)            (4,183)           (9,346)
  Distributions from unconsolidated affiliates                                   1,826             45,932               775
  (Increase) in other intangible assets - investing                               (306)            (4,539)           (8,876)
  Loans and advances to unconsolidated affiliates                                 (726)              (470)           (4,849)
  Loans and advances from unconsolidated affiliates                              1,110              8,390             3,627
                                                                         -------------      -------------     -------------

                                                   NET CASH (USED IN)
                                                 INVESTING ACTIVITIES          (39,019)          (615,903)         (102,773)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in debt                                                             741,363            942,023           105,000
  Early extinguishment of debt                                                 (91,118)          (448,821)                -
  Other debt reduction:
    Notes                                                                     (515,528)           (80,345)         (122,000)
    Obligations under capital leases                                               (49)              (256)           (1,490)
  (Increase) in other intangible assets - financing                             (4,110)            (9,045)             (347)
                                                                         -------------      -------------     -------------

                                       NET CASH PROVIDED BY (USED IN)
                                                 FINANCING ACTIVITIES          130,558            403,556           (18,837)
                                                                         -------------      -------------     -------------

                                                         NET INCREASE
                                                   (DECREASE) IN CASH          160,132           (145,260)           (3,539)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR                                                               4,290            164,422            19,162
                                                                         -------------      -------------     -------------

                                            CASH AND CASH EQUIVALENTS
                                                       AT END OF YEAR    $     164,422      $      19,162     $      15,623
                                                                         =============      =============     =============

</TABLE>


See accompanying notes.



                                      F-8
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1996 and 1997

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.




                                      F-9
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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.

Property and Equipment Under Capital Leases

Property and equipment capitalized under capital leases are amortized on the
straight-line method over the term of the leases or the estimated useful lives
of the assets. Amortization of leased assets is included in depreciation expense
in the statements of operations.

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 customer lists, debt acquisition costs, organization costs and
covenants not to compete. Management has determined in its reasonable judgment
and based on its understanding of practices of similarly situated multiple cable
system operators that franchises it holds, in the aggregate, comprise the
material portion of its intangible assets and, as a result, it has allocated
only a minimal value to customer lists. 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.
    


                                      F-10
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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" and Accounting Principles Board ("APB") Opinion No. 17
"Intangible Assets", 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 fair
value of the assets. The Company also evaluates the depreciation and
amortization periods of tangible and intangible assets, including goodwill, 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.

Investments

Investments in non-publicly traded entities that do not have a readily
ascertainable fair market value, in which the voting interest is less than 20%,
are generally carried at cost. Investments in marketable equity securities are
carried at fair market value and any unrealized appreciation is presented as a
separate component of stockholders' equity (deficit), net of deferred taxes. For
those investments in affiliates in which the Company's voting interest is 20% to
50%, the equity method of accounting is used. Under this method, the original
investment, recorded at cost, is adjusted to recognize the Company's share of
the net earnings or losses of the affiliates as they occur rather than as
dividends or other distributions are received, limited to the extent of the
Company's investment in, advances to and guarantees for the investee. The
Company's share of net earnings or losses of affiliates includes the
amortization of purchase adjustments.

Foreign Currency Translation

All balance sheet accounts of foreign investments are translated at the current
exchange rate as of the end of the year. Statement of operations items are
translated at average currency exchange rates. The resulting translation
adjustment is included with unrealized gain (loss) on marketable securities, a
separate component of stockholders' equity (deficit), net of deferred taxes.

Income Taxes

The Company files a consolidated Federal tax return. Investment and other tax
credits are recognized under the flow-through method of accounting.

Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred.

Interest Rate Swap Agreements

The amount of interest to be paid or received is accrued as interest rates
change and is recognized over the life of the agreements as an adjustment to
interest expense.

Compensated Absences

Employees of the Company are entitled to carry over up to five days of earned,
unused vacation to the following year. The Company also pays employees for
earned, unused vacation days upon termination of



                                      F-11
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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

employment. The Company does not accrue this liability because it does not
believe this liability to be material.

Revenue Recognition

The Company bills its customers in advance; however, revenue is recognized as
cable television services are provided. Receivables are generally collected
within 30 days. Credit risk is managed by disconnecting services to customers
who are delinquent. Other revenues are recognized as services are provided or
equipment is delivered. Revenues obtained from the connection of customers of
the cable television system are less than related direct selling costs;
therefore, such revenues are recognized as received.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (the "FASB") has recently issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 established 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 its 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 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 annual financial statements and requires
that those enterprises report selected 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 of SFAS No. 131 will have no impact on
the Company's consolidated results of operations, financial position or cash
flows.

NOTE 2 - DISCONTINUED OPERATIONS

Effective October 31, 1997, MicroNet, Inc. and MicroNet Delmarva Associates, LP
(collectively "MicroNet"), each a wholly owned subsidiary of the Company, sold
substantially all of their assets and Suburban Cable TV Co. Inc., Lenfest
Atlantic, Inc. and Lenfest New Castle County sold certain of their towers. The
purchase price was approximately $70.3 million, subject to adjustments. The sale
resulted in a gain of $32.3 million, net of applicable income taxes of $17.7
million. The sale represents the disposition of the major segment of the
Company's tower rental, microwave service, video, voice and data service
businesses. The assets sold were not material to the cable television operations
of the Company.

The 1995 and 1996 consolidated financial statements and notes thereto have been
restated to reflect continuing operations of the Company. The net assets of
MicroNet have been separately classified in the accompanying consolidated
balance sheet under the caption "Net assets of discontinued operations" and
consist of the following at December 31, 1996 and 1997:




                                      F-12
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 2 - DISCONTINUED OPERATIONS - (continued)

<TABLE>
<CAPTION>

                                                                                           1996                   1997
                                                                                       --------------         --------------
                                                                                              (Dollars in thousands)

<S>                                                                                    <C>                    <C>          
Cash                                                                                   $       1,471         $           -
Accounts receivable                                                                            2,916                 2,660
Prepaid expenses                                                                                 460                     -
Property and equipment                                                                        16,642                     -
Goodwill                                                                                       4,120                     -
Other intangible assets                                                                        1,168                     -
Deferred federal tax asset                                                                     3,363                     -
Other assets                                                                                      60                     -
Notes payable                                                                                 (7,000)                    -
Accounts payable and accrued expenses                                                         (1,596)                    -
Deferred state tax liability                                                                     (99)                    -
Customer service prepayments                                                                    (534)                    -
                                                                                       -------------         --------------

                                                                                       $      20,971         $       2,660
                                                                                       =============         ==============

</TABLE>

Operating results of MicroNet for the years ended December 31, 1995, 1996 and
1997, are shown separately in the accompanying consolidated statements of
operations under the caption "Income (loss) from discontinued operations of
MicroNet, Inc. and affiliates" and consist of the following:
<TABLE>
<CAPTION>

                                                                                      Year Ended December 31,
                                                                         ---------------------------------------------------
                                                                             1995               1996               1997
                                                                         -------------       ------------       ------------
                                                                                       (Dollars in thousands)

<S>                                                                      <C>                 <C>                <C>        
Revenues                                                                 $     12,024       $    15,508       $    15,496
Operating expenses                                                             (8,794)           (9,961)           (9,812)
Depreciation and amortization                                                  (3,428)           (4,104)           (2,862)
                                                                         ------------       -----------       -----------

                                            OPERATING INCOME (LOSS)              (198)            1,443             2,822

Interest expense                                                                 (629)             (715)             (598)
Other income                                                                       61                23                42
Income tax (expense) benefit                                                      371              (388)             (797)
                                                                         ------------       -----------       -----------

                                                  NET INCOME (LOSS)      $       (395)      $       363       $     1,469
                                                                         ============       ===========       ===========

</TABLE>
NOTE 3 - COMMON STOCK OWNERSHIP AND CONTROL

The 158,896 shares of common stock outstanding at December 31, 1996 and 1997,
are 50% owned by members of the Lenfest Family ("H.F. (Gerry) Lenfest,
Marguerite Lenfest, their issue and The Lenfest Foundation") and 50% by LMC
Lenfest, Inc., an indirect wholly owned subsidiary of Tele-Communications, Inc.
("TCI"). All Lenfest Family members have granted irrevocable proxies to H.F.
Lenfest. These proxies expire March 30, 2000. Pursuant to an agreement among
H.F. Lenfest, the Lenfest Family and LMC Lenfest, Inc. dated December 18, 1991,
and the amended and restated Articles of Incorporation of the Company, Mr.
Lenfest has the right to continue as chief executive officer of the Company
until January 1, 2002, and has the right to designate a majority of the Board of
Directors of the Company until the earlier of January 1, 2002, or Mr. Lenfest's
death. During such period, vacancies in respect of the directors designated by
Mr. Lenfest shall be filled by designees of Mr. Lenfest or, in the



                                      F-13
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 3 - COMMON STOCK OWNERSHIP AND CONTROL- (continued)

event of Mr. Lenfest's death, of The Lenfest Foundation. Thereafter, the Lenfest
Family and LMC Lenfest, Inc. will have the right to appoint an equal number of
members of the Company's Board of Directors. This right will continue for so
long as any member of the Lenfest Family owns any stock in the Company.

NOTE 4 - SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                      Year Ended December 31,
                                                                           -----------------------------------------------
                                                                               1995              1996             1997
                                                                           ------------      ------------     ------------
Cash paid during the year for:                                                         (Dollars in thousands)

<S>                                                                        <C>               <C>              <C>         
  Interest:
    Continuing operations                                                  $    55,326       $   103,836      $    120,580
    Discontinued operations                                                        519               494               612

  Income taxes:
    Continuing operations                                                  $       160       $         -      $      1,522
    Discontinued operations                                                          -                 -                 -

Supplemental Schedules Relating to Acquisitions
                                                                                      Year Ended December 31,
                                                                           -----------------------------------------------
                                                                               1995              1996             1997
                                                                           ------------      ------------     ------------
                                                                                       (Dollars in thousands)

Property and equipment                                                     $     3,585       $   170,085      $     27,965
Deferred franchise costs                                                         2,124           398,260            53,797
Minority interest in partnership equity                                          3,129                 -                 -
Goodwill and other intangible assets                                                 -            32,543             2,738
Equity interests in affiliates                                                       -             2,877                 -
Other asset                                                                          -             5,867                 -
                                                                           ------------      ------------     -------------

                                                                           $     8,838       $   609,632      $     84,500
                                                                           ============      ============     =============
</TABLE>
Noncash Investing and Financing Transactions

On December 16, 1997, The Box Worldwide, Inc. ("Box") merged with a subsidiary
of TCI Music, Inc. ("TCI Music"), an affiliate of TCI. As a result of the
merger, the Company's 7,111,319 shares of Box were converted into rights to
receive 501,290 shares of TCI Music preferred stock. A former employee of the
Company has an option to purchase 14,000 of these shares. This option will
expire on December 31, 1998. Each share of the TCI Music preferred stock is
convertible into three shares of TCI Music series A common stock.

On December 23, 1996, the Company received 18,000,000 shares of voting stock of
Australis Media Limited ("Australis") 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. Also on December 23, 1996, the
Company converted 5,000,000 non-voting debentures of Australis into 5,000,000
shares of voting stock.

On October 31, 1996, the Company financed $80,000,000 used to acquire additional
debt and equity securities of Australis (See Note 12).



                                      F-14
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 4 - SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOW - (continued)

On September 30, 1996, the Company contributed the right to receive assets of a
cable television system for a partnership interest (See Note 5). Also, in
September 1996, the Company contributed the assets that comprise the business
known as "the Barker" to a newly formed joint venture (See Note 5).

On May 10, 1996, the Company entered into an agreement to guarantee up to
$75,000,000 of a new $125,000,000 Australis bank facility as part of
recapitalization plans pursued by Australis. On May 2, 1996, the Company entered
into a stand-by $75,000,000 senior subordinated credit facility in order to
provide any required funding under this guaranty. As of October 31, 1996, the
guaranty and stand-by facility were terminated.

In February 1996, the Company exchanged the assets of its cable television
systems in the East San Francisco Bay area, its 41.67% partnership interest in
Bay Cable Advertising, and the right to receive assets of a cable television
system located in Fort Collins, CO, for the assets of a cable television system
serving Wilmington, Delaware and the surrounding area. A gain of $7,210,000,
which represents the excess of the market value of the partnership interest over
its book value, has been included in the accompanying consolidated statement of
operations (See Note 5).

In 1996 and 1997, the Company incurred additional capital lease obligations of
$4,635,000 and $449,000, respectively.

In 1995, the Company financed a $19,240,000 loan to Australis Media Limited and
$20,000,000 of its additional investment in Garden State Cablevision L.P.

During 1995 and 1997, the Company disposed of $4,231,000 and $5,972,000,
respectively of fully depreciated plant in connection with the rebuild of
certain of its systems.

NOTE 5 - NEW BUSINESS AND ACQUISITIONS

Domestic Cable

On January 10, 1997, the Company acquired a cable television system from Cable
TV Fund 14-A, Ltd., an affiliate of Jones Intercable, Inc., for approximately
$84,500,000, subject to certain adjustments. The system, located in
Turnersville, New Jersey, passed approximately 47,000 homes and served
approximately 36,900 basic customers. For financial reporting purposes, the
Company accounts for the acquisition of these assets under the purchase method.
This acquisition was funded in part by borrowings under the bank credit
facility.

 On September 30, 1996, the Company through its newly formed subsidiary, Lenfest
Clearview, Inc. ("Clearview") completed the acquisition of a 30% general
partnership interest in a newly formed general partnership, Clearview Partners
(the "Partnership"). The Company contributed $500,000 and its right to receive
the assets of the Gettysburg, PA cable television system (see acquisition from
Sammons Communications, Inc. discussed below) and its right to exchange the
Gettysburg system for the assets of the Stewartstown, PA cable television system
owned by GS Communications, Inc. The Company received a payment of $4.5 million
from GS Communications, Inc. in connection with these transactions. No gain or
loss was recorded on the exchange. Clearview CATV, Inc., an unaffiliated
company, contributed the assets and certain liabilities of its cable television
system located in Maryland and Pennsylvania to the Partnership for a 70% general
partnership interest. The Partnership's systems passed approximately 13,400
homes and served approximately 9,650 basic customers. The Company reports its
proportionate share of partnership net income (loss) on the equity method. The
Company's cash contribution was made from available funds.

On April 30, 1996, the Company acquired from Tri-County Cable Television
Company, an affiliate of Time Warner, its Salem, NJ cable television system for
approximately $16,000,000. The system passed approximately 10,600 homes and
served approximately 7,700 basic customers. On the same date, the Company
acquired from Shore Cable Company of New Jersey its Ventnor, NJ cable television
system for


                                      F-15
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 5 - NEW BUSINESS AND ACQUISITIONS - (continued)

approximately $11,000,000. The system passed approximately 6,100 homes and
served approximately 5,000 basic customers. For financial reporting purposes,
the Company accounts for the acquisition of these assets under the purchase
method. These acquisitions were funded in part by borrowings under the existing
bank credit facility.

On February 29, 1996, the Company acquired four cable television systems and
equity interests in three affiliates from Sammons Communications, Inc. for
approximately $531,000,000. The systems, which are located in Bensalem and
Harrisburg, PA and in Vineland and Atlantic City/Pleasantville, N.J., passed
approximately 358,000 homes and served approximately 282,000 basic customers.
The equity interests consist of a 50% partnership interest in Hyperion
Telecommunications of Harrisburg, a 50% partnership interest in Atlantic
Communication Enterprises and a 25% partnership interest in Cable Adcom. For
financial reporting purposes, the Company accounts for the acquisition of these
assets under the purchase method. The acquisition was funded in part by
$420,000,000 borrowed under the Company's bank credit facility existing at that
date, and the remaining proceeds from a public offering of debt securities in
November 1995. The purchase price included the assets of a fifth system, located
in Gettysburg, PA, to which the Company did not take title. The Company managed
the Gettysburg system from February 29, 1996, until the assets of the system
were transferred to GS Communications, Inc. on September 30, 1996 by Clearview
Partners in connection with the exchange of assets between Clearview Partners
(to whom the right to receive the assets from Sammons Communications, Inc. and
the right to exchange the assets for other assets of GS Communications, Inc. was
contributed by the Company) and GS Communications, as described above.

In February 1996, the Company completed an exchange transaction with a
subsidiary of TCI whereby the Company exchanged the assets of its cable
television systems in the East San Francisco Bay area with a book value of
$33,194,000, its 41.67% partnership interest in Bay Cable Advertising with a
book value of $3,545,000 and a fair market value of $10,755,000, and the right
to receive assets of a cable television system located in Fort Collins, CO,
which right was acquired for $54,385,000, less settlement adjustments of
$8,799,000, for the assets of a cable television system, serving Wilmington,
Delaware and the surrounding area. The assets of the Wilmington system have been
recorded at the net book value of the cable television system assets exchanged
and the market value of the partnership interest, less the settlement
adjustment. A gain of $7,210,000, which represents the excess of the market
value of the partnership interest over its book value, has been included in the
accompanying consolidated statement of operations. The acquisition of these
cable systems were financed with proceeds from the Company's public offering of
debt securities in November 1995.

On June 29, 1995, the Company, through its subsidiary, Lenfest Raystay Holdings,
Inc., exercised options to acquire an additional 5,275 shares of Class B common
stock of Raystay Co. for $3,073,000 increasing the Company's ownership to 45%.
The Company initially acquired 31.99% of the outstanding stock of Raystay Co.
for $6,238,000 on July 29, 1994. The Company uses the equity method to account
for this investment.

On June 23, 1995, the Company through its subsidiary, Lenfest South Jersey
Investments, Inc., purchased the remaining 40% minority general partnership
interest in South Jersey Cablevision Associates ("South Jersey") for $8,838,000.
The Company, through its subsidiary, Lenfest Atlantic, Inc. owned a sixty
percent (60%) general partnership interest in South Jersey, and has managed the
South Jersey's operations since its inception on April 2, 1993. Lenfest
Atlantic's original investment was $6,000,000. South Jersey owned and operated
contiguous cable systems serving approximately 21,000 customers in southern New
Jersey. As of June 30, 1996, Lenfest South Jersey Investments, Inc. was merged
into Lenfest Atlantic, Inc., which became the 100% owner of South Jersey,
thereby terminating the partnership. The accounts of Lenfest Atlantic, Inc.
are included in these consolidated financial statements.

On January 10, 1995, the Company, through its subsidiary, Lenfest Jersey, Inc.,
acquired a 10.005% general partnership interest in Garden State Cablevision,
L.P. for $29,250,000, increasing its ownership to


                                      F-16
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 5 - NEW BUSINESS AND ACQUISITIONS - (continued)

a total of 50% of the partnership.  (See Note 8).

The accompanying consolidated financial statements include the results of
operations for these acquisitions since the dates of the acquisitions.

The following summarized pro forma (unaudited) information assumes the
acquisitions had occurred on January 1, 1995:

<TABLE>
<CAPTION>
                                                                                 1995              1996               1997
                                                                             ------------       ------------      -------------
                                                                                              (Dollars in thousands)

<S>                                                                          <C>                <C>                <C>         
Revenues                                                                     $   382,389       $   418,109       $    447,848
                                                                             -----------       -----------       ------------

Loss from continuing operations                                              $   (46,902)      $  (143,619)      $    (64,683)
                                                                             -----------       -----------       ------------

Net loss                                                                     $   (54,036)      $  (145,740)      $    (30,945)
                                                                             -----------       -----------       ------------

</TABLE>
Other

The Company, through its subsidiaries, StarNet, StarNet Interactive
Entertainment, Inc. and Suburban Cable TV Co. Inc., owned a total of 7,111,319
shares of Box. The Company used the equity method to account for this
investment. On December 16, 1997, Box merged with a subsidiary of TCI Music and
the Company's shares of Box were converted into rights to receive 501,290 shares
of TCI Music preferred stock. The investment in TCI Music is accounted for as
marketable securities. The Company recognized a gain of $7,318,000 on this
exchange. The fair value of the securities at December 31, 1997 was
approximately $8.6 million.

Effective January 1, 1997, the Company, through its subsidiary, Lenfest
Philadelphia Interconnect, Inc., entered into a partnership with Comcast
Philadelphia Interconnect Partner for the purpose of representing regional and
national cable advertising sales in the Greater Philadelphia market. Under the
agreement, the percentage interests of the partners is determined on the basis
of the number of customers of the partners in the designated market area at the
beginning of the year. For 1997, the Company's partnership interest was 72%. The
partners have equal representation on the Executive Committee and the Company
will be the managing partner of the partnership for its first two years. Lenfest
Advertising, Inc., d/b/a Radius Communications ("Radius"), a wholly owned
subsidiary of the Company, will continue to provide local cable advertising
sales and insertion for the Company and sixteen other cable television system
operators. The Registrant does not own a majority voting interest and does not
have a controlling financial interest in Philadelphia Interconnect. The other
partner has equal voting rights in all matters, including the appointment of
management and approval of operating and capital budgets. Therefore,
consolidation is not appropriate. The Company uses the equity method to account
for this investment.

On September 30, 1996, Radius acquired the assets of Metrobase Cable Advertising
from a subsidiary of Harron Communications Corp. for approximately $4,500,000.
For financial reporting purposes, the Company accounts for the acquisition of
these assets under the purchase method. This acquisition was funded from
available funds.

On September 11, 1996, StarNet, Inc. ("StarNet"), a wholly owned subsidiary of
the Company, entered into a joint venture with Prevue Networks, Inc. ("Prevue"),
a wholly owned subsidiary of United Video Satellite Group, Inc. ("UVSG"), to
combine the two companies' pay-per-view promotion services. StarNet contributed
its Barker service to the joint venture and received a 28% partnership interest.
The new joint venture, Sneak Prevue, L.L.C., is based in Tulsa, Oklahoma and is
managed and controlled by UVSG. The Company reports its proportionate share of
net income (loss) on the equity method.

In February 1996, Radius purchased the Philadelphia area assets of Cable AdNet
Partners, a subsidiary of TCI, for approximately $1,100,000.



                                      F-17
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 5 - NEW BUSINESS AND ACQUISITIONS - (continued)

The Company, through its wholly owned subsidiary, Lenfest International, Inc.,
is a partner in L-TCI Associates ("L-TCI"). UA-France, Inc. ("UAF"), an indirect
wholly owned subsidiary of TCI, is the only other partner. L-TCI was formed to
acquire 29% of the issued and outstanding shares of stock in Videopole, a French
cable television holding and management company that franchises, builds and
operates cable television systems in medium to smaller communities in France.
The Company invested $4,860,000 to fund its pro-rata share of the L-TCI
acquisition in 1993 and made an additional investment of $1,627,000 in 1994.
L-TCI was obligated to make additional capital contributions pursuant to its
stock subscription agreement. In 1995 through 1997, UAF did not fund its
pro-rata share of the capital contributions. Pursuant to the L-TCI partnership
agreement, the Company is contingently liable for the UAF share of L-TCI's
commitment. During 1995 through 1997, the Company invested an aggregate of
$19,233,000 to fund the L-TCI contributions. The additional investments
increased the Company's ownership percentage of L-TCI to approximately 80%. The
accounts of L-TCI are included in the Company's consolidated financial
statements. The Company uses the equity method to account for L-TCI's interest
in Videopole.

NOTE 6 - INVENTORIES

The schedule of inventories at December 31, 1996 and 1997 are as follows:
<TABLE>
<CAPTION>

                                                                                         1996               1997
                                                                                      ------------       ------------
                                                                                          (Dollars in thousands)

<S>                                                                                   <C>                <C>        
Raw materials                                                                         $     2,285        $     2,153
Finished goods and work-in process                                                            472                  -
                                                                                      ------------       ------------

                                                                                      $     2,757        $     2,153
                                                                                      ============       ============

</TABLE>
At December 31, 1996 and 1997, inventories have been written down to estimated
net realizable value and the accompanying consolidated statements of operations
for 1996 and 1997 include corresponding charges of $1,047,000 and $948,000,
respectively, which have been included with direct costs - non-cable.

NOTE 7 - PROPERTY AND EQUIPMENT

The schedule of property and equipment of continuing operations at December 31,
1996 and 1997 is as follows:
<TABLE>
<CAPTION>
                                                                                                Estimated
                                                                                               Useful Lives
                                                         1996                 1997                in Years
                                                   --------------       --------------       -----------------
                                                                     (Dollars in thousands)

<S>                                                <C>                  <C>                          
Land                                                   $  2,993             $  4,246                 -
Building and improvements                                25,462               30,779               10-39
Cable distribution systems                              578,874              659,366                5-12
Computer hardware and software                           11,283               25,325                3-5
Office equipment, furniture and                                                                    
 fixtures                                                 9,726               12,609                 7
Vehicles                                                 12,571               15,758                 5
Other equipment                                          10,580               15,560                5-7
Assets under capital leases                               9,767                9,269                5-15
                                                       --------             --------               
                                                        661,256              772,912              
Accumulated depreciation                                288,869              359,125
                                                       --------             --------

                                                       $372,387             $413,787
                                                       ========             ========
</TABLE>

                                      F-18
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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>

                                      F-19
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


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)
Management and consulting fees                                      (5,590)             (6,045)             (6,548)
Depreciation and amortization                                      (46,976)            (48,524)            (44,698)
                                                             -------------       -------------       -------------

                                OPERATING INCOME LOSS               (1,390)              2,579              11,978

Interest expense                                                   (19,166)            (16,405)            (22,787)
                                                             -------------       -------------       -------------

                                    NET INCOME (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>


                                      F-20
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


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>



                                      F-21
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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 percentages as of
December 31, 1997, and the carrying amount, including related receivables, as of
December 31, 1996 and 1997:
<TABLE>
<CAPTION>

                                                                                         
                                                                        Ownership        December 31,                        
                                                                       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).



                                      F-22
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

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 Bay Cable Advertising ("BCA"), a cable
advertising interconnect serving the San Francisco, California, ADI (See Note
5).

NOTE 9 - OTHER INVESTMENTS

Other investments, accounted for under the cost method, are summarized as
follows:
<TABLE>
<CAPTION>

                                                                                    1996                  1997
                                                                               -------------         -------------  
                                                                                      (Dollars in thousands)

<S>                                                                            <C>                   <C>          
Susquehanna Cable Co., Inc. (a)                                                $      10,359         $      10,359
Other                                                                                     51                    51
                                                                               -------------         ------------- 

                                                                               $      10,410         $      10,410
                                                                               =============         ============= 
</TABLE>

(a)       The Company has 14.9% ownership of the voting stock of Susquehanna
          Cable Co. Inc. and accounts for this investment under the cost method.
          Susquehanna is an indirect subsidiary of Susquehanna Pfaltzgraff Co.
          and is the parent company of five cable operating subsidiaries, of
          which the Company has a direct ownership interest of the voting stock
          of 17.75%. The Company's investment in these subsidiaries are
          accounted for under the equity method because the Company's direct and
          indirect ownership interests in these subsidiaries approximate thirty
          percent (30%).

NOTE 10 - GOODWILL

The excess of the purchase price paid over the acquired net assets has been
allocated to goodwill. Accumulated amortization at December 31, 1996 and 1997,
was $25,202,000 and $28,594,000, respectively.



                                      F-23
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 11 - DEFERRED FRANCHISE COSTS AND OTHER INTANGIBLE ASSETS

A schedule of deferred franchise costs and other intangible assets and
accumulated amortization of continuing operations at December 31, 1996 and 1997,
is as follows:
<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                                   Amount          Amortization            Net
                                                                ------------     -----------------    --------------
                                                                              (Dollars in thousands)
<S>                                                            <C>                <C>                <C>          
December 31, 1996

Deferred franchise costs                                       $     639,131      $     144,563      $     494,568
                                                               =============      =============      ============= 

Debt acquisition costs                                         $      12,572      $       3,157      $       9,415
Covenants not to compete                                              12,500              5,867              6,633
Other deferred assets                                                 11,368              2,508              8,860
                                                               -------------      -------------      -------------  
                                                               $      36,440      $      11,532      $      24,908
                                                               =============      =============      ============= 

December 31, 1997
Deferred franchise costs                                       $     693,050      $     186,027      $     507,023
                                                               =============      =============      ============= 

Debt acquisition costs                                         $      12,589      $       4,735      $       7,854
Covenants not to compete                                              12,500              7,117              5,383
Other deferred assets                                                 19,920              4,816             15,104
                                                               -------------      -------------      ------------- 
                                                               $      45,009      $      16,668      $      28,341
                                                               =============      =============      ============= 

</TABLE>
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.

Although the Company has a 41.5% economic interest in Australis, the securities
only represented a 13.6% voting interest. Australian regulations prohibit
foreign corporations from owning 20% or more voting interest of an Australian
corporation. Since the Company did not have significant influence, this
investment was accounted for as marketable securities and not as an investment
under the equity method.

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                            $      13,684      $         768      $      14,452
                                                              =============      =============      ============= 

</TABLE>


                                      F-24
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 12 - MARKETABLE SECURITIES - (continued)

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. At that time, Australis announced that a proposed
long-term financing would not be completed. Australis has previously commented
that if it was unable to obtain financing it would be forced to consider
bankruptcy. 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.

In October 1996, Australis received consent from its bondholders to issue $250
million of debt and equity securities contingent upon additional investments
from the existing stockholders as part of Australis' plan to ensure its
survival. The Company agreed to acquire additional securities to permit the
Australis debt offering to proceed. 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 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.

During 1997, Australis continued to have difficulty obtaining adequate funding
for its operations and the value of Australis' stock continued to drop. At
December 31, 1997, the Australis securities were no longer listed on the
Australian Stock Exchange and were considered to be worthless. Based upon
Australis' inability to obtain additional financing and the delisting of its
stock, 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' bon indebtedness appointed receivers in order to wind up
the affairs of Australis. Subsequent thereto, Australis' assets 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.



                                      F-25
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 13 - NOTES PAYABLE

Notes payable of continuing operations consisted of the following at December
31, 1996 and 1997:
<TABLE>
<CAPTION>

                                                                                         1996                 1997
                                                                                   ---------------      ---------------
                                                                                              (Dollars in thousands)

<S>                                                                                 <C>                  <C>          
8-3/8% senior notes due November 1, 2005 (a)                                        $     685,970        $     687,082
10-1/2% senior subordinated notes due June 15, 2006 (b)                                   293,105              293,781
Bank credit facility (c)                                                                  230,000              240,000
11.30% senior promissory notes due September 1, 2000 (d)                                   60,000               45,000
11.84% senior promissory notes due May 15, 1998 (e)                                        21,000               10,500
9.93% senior promissory notes due September 30, 2001 (f)                                   13,125               11,625
                                                                                    -------------        ------------- 

                                                                                    $   1,303,200        $   1,287,988
                                                                                    =============        ============= 

</TABLE>
(a)  These notes, which are stated net of an unamortized discount of $12,918,000
     at December 31, 1997, were issued through a public offering in November
     1995. The notes require semi-annual interest payments. The notes are not
     redeemable at the option of the Company prior to maturity. Upon a Change of
     Control Triggering Event, holders of the notes may require the Company to
     purchase all or a portion of the notes at a purchase price equal to 101% of
     the principal amount thereof, plus accrued and unpaid interest. The net
     proceeds were used to provide funds for the early extinguishment of debt,
     to pay off notes payable to banks, and to provide funding for the exchange
     of assets with TCI (Note 5) and to provide partial funding for the cable
     television systems acquired from Sammons Communications, Inc. (Note 5).

(b)  These notes, which are stated net of an unamortized discount of $6,219,000
     at December 31, 1997, were issued through a private placement in June 1996
     and were later exchanged for publicly traded notes in a public offering in
     September 1996. The notes require semi-annual interest payments. The notes
     are general unsecured obligations of the Company subordinate in right of
     payment to all present and future senior indebtedness of the Company. The
     net proceeds were used, together with $150 million from initial borrowings
     under the term loan portion of the new bank credit facility described in
     (c) to prepay all amounts outstanding under the Company's old bank credit
     facility. The Company incurred extraordinary charges from the write-off of
     the unamortized loan costs associated with the old bank credit facility.
     These charges increased net loss by $2,484,000, net of income tax benefit
     of $1,337,000 in 1996.

(c)  On June 27, 1996, the Company entered into a bank credit facility
     consisting of a $150 million term loan and a $300 million revolving credit
     facility. Principal payments under the term loan facility and commitment
     reductions under the revolving loan facility will commence on March 31,
     1999, with quarterly reductions thereafter until the termination of the
     facility on September 30, 2003. Loans outstanding under the facility bear
     interest, at the Company's option, at either (i) the Base Rate plus an
     applicable margin ranging from 0% to 1 3/8% or (ii) LIBOR plus an
     applicable margin ranging from 3/4% to 2 3/8%, in each case based upon
     certain levels of leverage ratios. The effective weighted average interest
     rate at December 31, 1997 was 7.37%.

(d)  These notes are payable to a group consisting of several insurance
     companies. The notes are payable in annual installments, with the final
     payment due September 1, 2000. In connection with the offering described in
     (a), the Company and the holders agreed to amend the terms thereof, which
     included increasing the interest rate from 10.15% to 11.30% per annum.
     Interest is payable quarterly.

(e)  These notes are payable to an insurance company and to its assignees. The
     notes are payable in annual installments, with the final payment due May
     15, 1998. In connection with the offering described in (a), the Company and
     the holders agreed to amend the terms thereof, which included increasing
     the interest rate from 10.69% to 11.84% per annum. Interest is payable
     quarterly.



                                      F-26
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 13 - NOTES PAYABLE - (continued)

(f)    This consists of a note payable to an insurance company. The note is
       payable in annual installments, with the final payment due September 30,
       2001. Interest is at the fixed rate of 9.93% per annum, payable
       semi-annually. Additional notes payable to a group consisting of several
       insurance companies were redeemed in connection with the offering
       described in (a). The Company incurred extraordinary charges associated
       with the early extinguishment of these notes. These charges increased the
       net loss by $6,739,000, net of income tax benefit of $3,629,000 in 1995.

       The above debt agreements place certain financial restrictions on the
       Company and its restricted subsidiaries which, among others, require
       meeting certain ratios relating to interest coverage and debt coverage.

Maturities of notes payable, excluding the unamortized discount of $19,137,000
are as follows:

                                                    (Dollars in thousands)
         Year Ending December 31,

                   1998                                $       27,450
                   1999                                        43,800
                   2000                                        44,250
                   2001                                        37,875
                   2002                                        63,750
                Thereafter                                  1,090,000
                                                       -------------- 

                                                       $    1,307,125
                                                       ============== 

The Company had entered into interest rate cap agreements to reduce the impact
of changes in interest rates on its floating rate long-term debt. The three
interest rate cap agreements with commercial banks, having notional principal
amounts of $50,000,000, $25,000,000 and $25,000,000, terminated on July 18,
1996, November 8, 1996 and February 28, 1997, respectively. No gain or loss was
realized upon the termination of these interest rate cap agreements.

The Company had also entered into four interest rate swap agreements. These
agreements effectively changed the Company's interest rate on $300,000,000 of
its fixed rate debt to a floating rate based on LIBOR. On October 31, 1997, the
Company terminated all four interest rate swap agreements and received
$8,750,000 in consideration of early termination. The Company has recorded the
gain as "Deferred interest" on its consolidated balance sheet and is amortizing
the gain as a reduction in interest expense to June 15, 2006, which is the
maturity date of the fixed rate debt obligation.

NOTE 14 - LEASES

Subsidiaries of the Company have entered into three leases for office and
warehouse space from H.F. Lenfest, a principal stockholder of the Company, and
his wife. The leases are classified as capital leases. At December 31, 1997, two
of the leases provide for an aggregate minimum monthly payment of $31,000. On
each anniversary date of these two leases, the monthly payment will increase by
a minimum of 6%. At December 31, 1997, the minimum monthly payment of the third
lease is $24,000. On each anniversary date of the third lease, the minimum
monthly payment will increase by $957.

The Company has entered into various capital lease agreements. The agreements
are for the financing of equipment. The economic substance of the leases is that
the Company is financing the acquisition of the assets through the leases and,
accordingly, they are recorded in the Company's assets and liabilities.




                                      F-27
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


NOTE 14 - LEASES - (continued)

Future minimum lease payments under all capital leases and non-cancelable
operating leases with initial terms of one year or more consisted of the
following at December 31, 1997:
<TABLE>
<CAPTION>

                                                                     Capital              Capital
                                                                     Leases -            Leases -
                                                                    Principal            Unrelated           Operating
                                                                   Stockholder            Parties              Leases
                                                                  -------------        -------------        ------------  
                                                                                   (Dollars in thousands)
<S>                                                               <C>                  <C>                  <C>          
                  Year Ending December 31,
                            1998                                  $         680        $       1,338        $       3,858
                            1999                                            714                1,338                3,830
                            2000                                            750                  975                3,772
                            2001                                            788                  422                2,603
                            2002                                            826                    1                1,285
                         Thereafter                                       2,562                    -                  834
                                                                  -------------        -------------        ------------- 

TOTAL MINIMUM LEASE PAYMENTS                                              6,320                4,074        $      16,182
                                                                                                            ============= 

LESS AMOUNT REPRESENTING
 INTEREST                                                                (2,598)                (478)
                                                                  -------------        ------------- 

PRESENT VALUE OF MINIMUM
 LEASE PAYMENTS                                                   $       3,722        $       3,596
                                                                  =============        ============= 

</TABLE>
Property and equipment under capitalized leases at December 31, 1996 and 1997,
are summarized as follows:
<TABLE>
<CAPTION>

                                                                         1996               1997
                                                                    -------------       ------------- 
                                                                       (Dollars in thousands)

<S>                                                                         <C>                 <C>  
Buildings - related party                                           $       5,132       $       3,893
Equipment                                                                   4,635               5,376
                                                                    -------------       ------------- 
                                                                            9,767               9,269
Accumulated depreciation                                                    2,406               3,174
                                                                    -------------       ------------- 
                                                                    $       7,361       $       6,095
                                                                    =============       ============= 

</TABLE>
Rental expense for all operating leases, principally office and warehouse
facilities, pole rent and satellite transponders from continuing operations,
amounted to $6,867,000, $8,561,000 and $8,085,000 for the years ended December
31, 1995, 1996 and 1997, respectively. In addition, the Company made total
payments to a principal stockholder for buildings under capitalized leases of
$584,000, $615,000 and $647,000 in 1995, 1996 and 1997, respectively.

In addition to fixed rentals, certain leases require payment of maintenance and
real estate taxes and contain escalation provisions based on future adjustments
in price indices. It is expected that, in the normal course of business,
expiring leases will be renewed or replaced by leases on other properties; thus,
it is anticipated that future minimum operating lease commitments will not be
less than the amount shown for 1998.

On April 8, 1996, the Company entered into a five year agreement with GE
American Communications, Inc. requiring monthly payments of $190,000 to lease a
transponder on the GE-1 communications satellite.



                                      F-28
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 15 - RESEARCH AND DEVELOPMENT

The Company, through its subsidiaries CAM Systems, Inc., StarNet Development,
Inc., Suburban Connect, Inc. and StarNet, Inc., incurred research and
development costs of $1,037,000, $2,427,000 and $1,139,000 for the years ended
December 31, 1995, 1996 and 1997, respectively, in connection with the
development of new equipment and computer software. These costs have been
included with direct costs - non-cable on the accompanying consolidated
statements of operations.

NOTE 16 - EMPLOYEE HEALTH BENEFIT PLAN

On February 1, 1984, the Company established the Lenfest Group Employee Health
Benefit Plan (a trust), which provides health insurance for the employees of
most of its subsidiaries and affiliates. This trust is organized under Internal
Revenue Code Section 501(c)(9) - Voluntary Employees Beneficiary Association
(VEBA). Benefits are prefunded by contributions from each participating
subsidiary. Insurance expense is recognized as benefits are incurred. The
Company does not provide post retirement benefits to its employees. Therefore,
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Post Retirement Benefits Other than Pensions", does not have an impact on the
Company's financial statements.

NOTE 17 - 401(k) PLAN

The Company provides a 401(k) profit sharing plan. The Company matches the
entire amount contributed by a participating, eligible employee up to five
percent (5%) of salary. For the years ended December 31, 1995, 1996 and 1997,
the Company matched contributions of $777,000, $1,190,000 and $1,393,000,
respectively, in its continuing operations.

NOTE 18 - CORPORATE INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes
in accordance with Financial Accounting Standards Board Statement (SFAS) No.
109, "Accounting for Income Taxes". SFAS 109 requires recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the financial statement or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
differences between the financial statement carrying amounts and tax bases of
assets and liabilities using enacted tax rates in effect in the years in which
the differences are expected to reverse. Differences between financial reporting
and tax bases arise most frequently from differences in timing of income and
expense reorganization. Deferred income tax expense is measured by the change in
the net deferred income tax asset or liability during the year.

The provisions for income tax benefit (expense) from continuing operations
consist of the following components:
<TABLE>
<CAPTION>

                                                                  1995                 1996                 1997
                                                            ---------------      ---------------      ---------------
                                                                              (Dollars in thousands)
<S>                                                                     <C>                 <C>                  <C>
Current
  Federal                                                    $           -       $        (211)      $      15,013
  State                                                                  -                (686)               (265)
                                                             -------------       -------------       -------------
                                                                         -                (897)             14,748
Deferred
  Federal                                                            1,213               3,581              (1,359)
  State                                                              2,994                 769                (514)
  Benefit of operating loss carryforward                             6,420              10,746              23,138
  Decrease in valuation allowance                                       97                 130                 166
                                                             -------------       -------------       -------------
                                                                    10,724              15,226              21,431
                                                             -------------       -------------       -------------

                                                             $      10,724       $      14,329       $      36,179
                                                             =============       =============       =============
</TABLE>

                                      F-29
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 18 - CORPORATE INCOME TAXES - (continued)

The current tax benefit from continuing operations for 1997 represents tax
savings resulting from utilization of current losses to eliminate the tax
expense incurred by the current income and gain from discontinued operations.

The categories of temporary differences that give rise to deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>

                                                             Federal                               State
                                                  -------------------------------      ------------------------------
                                                      1996              1997               1996              1997
                                                  -------------    --------------      -------------    -------------
                                                                        (Dollars in thousands)
<S>                                                <C>              <C>                <C>               <C>        
Deferred Tax Assets:
  Allowance for doubtful accounts                  $       619     $       985       $        186     $       290
  Deferred start-up costs                                  187              27                  -               -
  Net operating loss carryforward                       75,515         102,578                  -               -
  Investments in affiliates, principally
   due to differences in taxable income                  2,704           3,570                  -             280
  Investments and other tax credits                      1,719           1,553                249             249
                                                   -----------     -----------       ------------     -----------
                      Gross Deferred Tax Asset          80,744         108,713                435             819

Deferred Tax Liabilities:
  Property and equipment, principally
   due to differences in depreciation                  (13,818)        (21,246)            (4,246)         (6,414)
  Investments in affiliates, principally
   due to differences in taxable income                      -               -               (881)              -
  Property and equipment and intangible
   assets arising from purchase
   accounting adjustments                              (13,934)        (12,695)            (4,374)         (3,985)
  Unrealized gain on marketable
   securities                                             (317)           (269)                 -               -
                                                   -----------     -----------       ------------     -----------
                  Gross Deferred Tax Liability         (28,069)        (34,210)            (9,501)        (10,399)
                                                   -----------     -----------       ------------     -----------

 Net deferred tax asset (liability)
  before valuation allowance                            52,675          74,503             (9,066)         (9,580)
 Valuation allowance                                      (418)           (252)                 -               -
                                                   -----------     -----------       ------------     -----------
            Net Deferred Tax Asset (Liability)     $    52,257     $    74,251       $     (9,066)    $    (9,580)
                                                   ===========     ===========       ============     ===========
</TABLE>

The difference between the income tax benefit (net) and the amounts expected by
applying the U.S. Federal income tax rate of 35% to loss before income taxes is
as follows:
<TABLE>
<CAPTION>

                                                                  1995                 1996                 1997
                                                            ---------------      ---------------      ---------------
                                                                             (Dollars in thousands)

<S>                                                          <C>                  <C>                  <C>          
Federal income tax benefit at statutory rates                $       7,638       $      50,040       $      35,265
Nondeductible amortization of goodwill and
  other intangibles                                                   (949)               (949)               (949)
Nondeductible loss on marketable securities                              -             (30,240)                  -
Net operating losses applied towards
  prior years audit adjustments                                          -              (6,306)                  -
Provision for state income taxes, net of
  Federal income tax benefit                                         1,946                  54                (506)
Other                                                                2,089               1,730               2,369
                                                             -------------       -------------       -------------
                                                             $      10,724       $      14,329       $      36,179
                                                             =============       =============       =============

</TABLE>



                                      F-30
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 18 - CORPORATE INCOME TAXES - (continued)

The Company has a net operating loss carryforward of approximately $300,000,000
on a tax reporting basis. The carryforward will begin to expire in 2000, if not
utilized. The Company has available an alternative minimum tax credit of
$430,000 for indefinite carryover to subsequent years. The Company also has
available unused general business tax credits, after reduction required under
the Tax Reform Act of 1986, of approximately $1,123,000 for carryover to
subsequent years. The operating loss and general business tax credits expire as
follows:
<TABLE>
<CAPTION>
                                                                          Tax          Net Operating 
                                                                        Credits           Losses     
                                                                    --------------    ----------------
                                                                         (Dollars in Thousands)
                          Year Ending December 31,
            -----------------------------------------------------
<S>                                                                           <C>           <C>  
                                    1998                                $     252     $       -
                                    1999                                      361             -
                                    2000                                      485           1,020
                                    2001                                       5           11,770
                                    2002                                       5           13,138
                                    2003                                       -           19,817
                                    2004                                       5           35,600
                                    2005                                       -           39,076
                                    2006                                      10            4,439
                                    2007                                       -           10,269
                                    2008                                       -              -
                                    2009                                       -           21,397
                                    2010                                       -           23,710
                                    2011                                       -           46,261
                                    2012                                       -           72,521
                                                                        ----------    -----------
                                                                        $    1,123    $   299,018
                                                                        ==========    ===========
</TABLE>
The increased operating loss carryforwards scheduled to expire in the years 2011
and 2012 represent significant tax losses incurred in 1996 and 1997 resulting
from accelerated depreciation on new acquisitions and increased interest on debt
incurred to finance the acquisitions. 

   
The Company has not yet established a valuation allowance for its deferred tax
asset arising from its net operating loss carryforward. In assessing the
appropriateness of a valuation allowance, the Company considered negative
evidence, namely, net operating losses incurred in all years since 1985 (except
in 1993) and positive evidence, namely, anticipated increases in taxable income
as a result of increased revenues, the anticipated elections of slower tax
depreciation methods and anticipated declines in amortization deductions. In
addition, interest expense is expected to remain at its current levels.
    

In evaluating the above components of positive evidence, the Company believes
that it is more likely than not that it will benefit from the net operating loss
carryforward and therefore, has not established a valuation allowance for the
loss carryforward.



<PAGE>
 
NOTE 19 - OTHER INCOME AND EXPENSE

The schedules of other income and expense from continuing operations for the
years ended December 31, 1995, 1996 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                           -----------------------------------------------------
                                                                                1995                1996               1997
                                                                           --------------      --------------     --------------
                                                                                          (Dollars in thousands)
<S>                                                                        <C>                 <C>                <C>          
(Loss) on disposal of assets upon rebuild of
 cable systems                                                             $        (282)     $        (846)    $           -
Gain (loss) on sales of property and equipment                                       115                326              (694)
Gain on sales of marketable securities                                            13,517                342               468
Gain on disposition of equity investment (See Note 4)                                  -              7,210             7,318
Interest and dividend income                                                       2,051              4,699             1,242
Minority interest in net loss of South Jersey Cablevision                            212                  -                 -
Minority interest in net loss of L-TCI Associates                                  1,135              2,492               945
Litigation settlements                                                            (1,900)                 -              (282)
Miscellaneous income (expense)                                                        79               (314)              157
                                                                           -------------      -------------     -------------

                                                                           $      14,927      $      13,909     $       9,154
                                                                           =============      =============     =============
</TABLE>
In December 1995, the Company's subsidiary, LenComm, Inc. d/b/a Bay Cablevision,
paid a contractor $1,550,000 under a binding arbitration award in connection
with a breach of contract action.








                                      F-31
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 19 - OTHER INCOME AND EXPENSE - (continued)

In October 1995, the Company's subsidiary, Lenfest West, Inc. d/b/a Cable
Oakland, under an order by the Superior Court of the State of California, County
of Alameda, paid $350,000 into a settlement fund in settlement of a class action
which alleged that the charges imposed by Cable Oakland for delinquent payments
from subscribers were illegally high.

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. As of
June 22, 1998, the Plaintiff and other witnesses testifying on his behalf have
completed their testimony and cross examination. The Defendants have begun the
presentation of their case. While the Company continues to deny all of Mr.
Hadid's claims, neither it nor its counsel can predict the outcome of the trial.

The Company has also been named as a defendant in various legal proceedings
arising in the ordinary course of business. In the opinion of management, the
ultimate amount of liability with respect to the above actions will not
materially affect the financial position, the results of operations or the cash
flows of the Company.

The Company's operating cable television subsidiaries hold various franchises
and, in connection therewith, are obligated to pay franchise fees based on
certain gross revenues. For the years ended December 31, 1995 and 1996,
franchise fees in the amount of $9,166,000 and $10,824,000, respectively were
paid. For the year ended December 31, 1997, franchise fees in the amount of
$12,764,000 will be paid.

NOTE 21 - RELATED PARTY TRANSACTIONS

The Company has entered into an agreement whereby Satellite Services, Inc., an
affiliate of TCI, provides certain cable television programming to the Company
and its unconsolidated cable television affiliates with programming services at
a rate which is not more than the Company could obtain independently.

For the years ended December 31, 1995, 1996 and 1997, the Company recorded
programming expenses of $37,685,000, $57,344,000 and $62,892,000, respectively,
under this agreement.


                                      F-32
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 21 - RELATED PARTY TRANSACTIONS - (continued)

The Company, through its subsidiaries, StarNet and StarNet Development, Inc.,
generates revenue from cross channel tune-in promotional services for cable
television and equipment sales to affiliates of TCI. For the years ended
December 31, 1995, 1996 and 1997, the Company has generated revenues of
$3,900,000, $4,789,000 and $1,945,000 respectively, from affiliates of TCI.

Cable AdNet Partners, an affiliate of TCI, paid Suburban approximately
$2,637,000 for the year ended December 31, 1995, for Suburban's share of
advertising revenue under certain advertising agreements. In 1996, Radius
purchased the Philadelphia area assets of Cable AdNet for approximately
$1,100,000. (See Note 5).

The Company incurred pay-per-view order placement fees to TelVue Corporation, an
affiliate of Mr. Lenfest, of $190,000, $325,000 and $470,000 for the years ended
December 31, 1995, 1996 and 1997, respectively.

During 1996, the Company loaned a total of $41,139,000 to Australis. All loans
were repaid with interest.

In January 1995, Mr. Lenfest advanced $10,000,000 to the Company in connection
with the investment by the Company's subsidiary, Lenfest Jersey, Inc., in Garden
State Cablevision, L.P. The advance was repaid on April 20, 1995.

In January 1995, the Company advanced $19,240,000 to Australis. The funds were
used to prepay license fees to U.S. movie studios in connection with and under
certain contracts to supply movies to Australis. The loan bore interest at a
rate equal to the rate charged to the Company under its bank credit facility
dated June 24, 1994. The loan was repaid on April 20, 1995.

Subsidiaries of the Company have entered into various leasing arrangements with
a principal stockholder for office and warehouse facilities. (See Note 14).

John C. Malone, a director of the Company, is a director of The Bank of New
York, which is the trustee under the indentures for the Company's senior notes
and senior subordinated notes and a lender under the bank credit facility.

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)
  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
                                                        =============         =============        =============

</TABLE>


                                      F-33
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)

NOTE 22 - SEGMENT INFORMATION - (continued)
<TABLE>
<CAPTION>

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

<S>                                                     <C>                    <C>                   <C>          
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
                                                        =============         =============        =============

Year Ended December 31, 1997

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>
NOTE 23 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments is
presented in accordance with the provisions of SFAS No. 107, "Disclosures about
Fair Value of Financial Instruments". The following methods and assumptions were
used to estimate the fair value of each class of financial instruments for which
it is practicable to estimate that value:

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable and Deposits on
Converters

The carrying amount approximates fair market value because of the short maturity
of those instruments

Marketable Securities

The fair market values of securities are estimated based on quoted market prices
for those investments.



                                      F-34
<PAGE>

LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


NOTE 23 - FAIR VALUE OF FINANCIAL INSTRUMENTS - (continued)

Other Investments

The Company's investment in Susquehanna Cable Co., Inc. is carried at cost. (See
Note 9). There are no quoted market prices for Susquehanna, which is a holding
company that has majority ownership in cable operating subsidiaries in which the
Company also has ownership interests. The Company uses the equity method to
account for its ownership in the subsidiaries. (See Note 8). Because of its
relationship with subsidiaries, the Company does not believe that it is
practicable to estimate fair market value for its investment in Susquehanna.

Long-term Debt

The fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on current rates at which the
Company could borrow funds with similar remaining maturities.

The estimated fair values of the Company's financial instruments as of December
31, 1997 are as follows:
<TABLE>
<CAPTION>

                                                                       Carrying              Fair
                                                                        Amount               Value
                                                                    ---------------     ---------------
                                                                          (Dollars in thousands)
<S>                                                                 <C>                  <C>            
Balance Sheet Financial Instruments

Cash and cash equivalents                                           $        15,623     $        15,623
Marketable securities                                                        14,452              14,452
Long-term debt                                                           (1,287,988)         (1,371,625)
Deposits on converters                                                       (3,878)             (3,878)

</TABLE>

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature, involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.






                                      F-35
<PAGE>



LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


NOTE 24 - REGULATORY MATTERS

The Federal Communications Commission ("FCC") has adopted regulations under The
Cable Television Consumer Protection and Competition Act of 1992 (the "1992
Cable Act") governing rates charged to customers for basic and tier service and
for equipment and installation charges (the "Regulated Services"). The 1992
Cable Act placed the Company's basic service, equipment and installation rates
under the jurisdiction of local franchising authorities and its tier service
rates under the jurisdiction of the FCC. The rate regulations do not apply to
services offered on an individual service basis, such as per-channel or
pay-per-view services. The rate regulations adopt a benchmark price cap system
for measuring the reasonableness of existing basic and tier service rates.
Alternatively, cable operators have the opportunity to make cost-of-service
showings which, in some cases, may justify rates above the applicable
benchmarks. The rules also require that charges for cable-related equipment
(e.g., converter boxes and remote control devices) and installation services be
unbundled from the provision of cable service and based upon actual costs plus a
reasonable profit. The regulations also provide that future rate increases may
not exceed an inflation-indexed amount, plus increases in certain costs beyond
the cable operator's control, such as taxes, franchise fees and increased
programming costs. Cost-based adjustments to these capped rates can also be made
in the event a cable operator adds or deletes channels. In addition, new product
tiers consisting of services new to the cable system can be created free of rate
regulation as long as certain conditions are met such as not moving services
from existing tiers to the new tier. There is also a streamlined cost-of-service
methodology available to justify a rate increase on basic and regulated nonbasic
tiers for "significant" system rebuilds or upgrades.

The Company believes that it has complied in all material respects with the
provision of the 1992 Cable Act, including its rate setting provisions. However,
the Company's rates for Regulated Services are subject to review by the FCC, if
a complaint has been filed, or the appropriate franchise authority, if such
authority has been certified. If, as a result of the review process, a cable
system cannot substantiate its rates, it could be required to retroactively
reduce its rates to the appropriate benchmark and refund the excess portion of
rates received. Any refunds of the excess portion of tier service rates would be
retroactive to the date of the complaint. Any refunds of the excess portion of
all other Regulated Service rates would be retroactive to one year prior to the
Refund Order issued by the applicable franchise authority. The amount of
refunds, if any, which could be payable by the Company in the event that systems
rates are successfully challenged by franchising authorities is not considered
to be material.

NOTE 25 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses of continuing operations consist of the
following as of December 31:
<TABLE>
<CAPTION>

                                                                         1996               1997
                                                                   ---------------     ---------------
                                                                           (Dollars in thousands)

<S>                                                                 <C>                 <C>          
Accounts payable - unrelated parties                                $       8,930      $      11,619
Accounts payable - affiliate                                               12,855             26,304
Accrued copyright fees                                                      1,460              1,318
Accrued franchise fees                                                      7,011              7,898
Accrued interest                                                           13,995             14,101
Accrued payroll and fringe benefits                                         1,680              2,407
Accrued rate refund liability                                                   -              1,625
Accrued sales taxes                                                           553                424
Accrued other                                                               5,152             11,475
                                                                    -------------      -------------

                                                                    $      51,636      $      77,171
                                                                    =============      =============


</TABLE>

                                      F-36
<PAGE>


LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (continued)


NOTE 25 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - (continued)

Accrued payroll and fringe benefits includes $610,000 for severance packages for
customer satisfaction specialists that are anticipated to be paid in 1998. In
May 1997, the Company opened a customer satisfaction center in New Castle
County, Delaware and proceeded to migrate inbound telephone customer service to
that location. By year-end, approximately 55% of the Company's customer base was
supported by that location. Specialists who elected not to migrate to the new
center were entitled to receive severance pay and benefits. This total expense
amounted to approximately $797,000 and is included in selling, general and
administrative expenses in the accompanying consolidated statement of
operations.

NOTE 26 - SUBSEQUENT EVENTS

On February 5, 1998, the Company issued $150,000,000 7-5/8% Senior Notes due
2008 and $150,000,000 8-1/4% Senior Subordinated Notes due 2008, through a
private offering. The proceeds of the notes are net of estimated issuance costs
of $3,575,000. The notes require semi-annual interest payments. The Senior Notes
are not redeemable by the Company prior to maturity. The Senior Subordinated
Notes may be redeemed, in whole or in part, at the option of the Company, on or
after February 15, 2003. Upon a Change of Control Triggering Event, holders of
the notes may require the Company to purchase all or a portion of the notes at a
purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest. The net proceeds were used for the early extinguishment of
existing debt.

On February 12, 1998, the Company's wholly owned subsidiary, Lenfest Telephony,
Inc., exchanged its 50% general partnership interest in Hyperion for a warrant
to purchase 225,115 shares of Class A common stock of Hyperion
Telecommunications, Inc., the other 50% general partner in Hyperion. No exercise
price is payable in connection with the exercise of the warrant.












                                      F-37
<PAGE>





                    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



                                      F-38
<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.



                                      F-39
<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
     Direct costs and amortization                                  19,959            22,273             23,080
     Technical and other                                            10,038            10,761             11,549
     Selling, general and administrative                            10,598            10,574             11,273
     Management and consulting fees                                  5,590             6,045              6,548
     Depreciation and amortization                                  46,976            48,524             44,698
                                                              ------------      ------------       ------------

OPERATING INCOME (LOSS)                                             (1,390)            2,579             11,978

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.



                                      F-40
<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.



                                      F-41
<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.


                                      F-42
<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.

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.



                                      F-43
<PAGE>


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.

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 lists, 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, as follows:

           Subscriber Lists                               5 to 8.5  years
           Franchise Operating Rights and Fees            10 to 12 years
           Other Deferred Charges                         8 to 40 years

Valuation of Long-Lived Assets

The Company evaluates on a quarterly basis whether events or circumstances have
occurred that indicate the remaining useful lives of its long-lived assets
should be revised or that the remaining balance of such assets may not be
recoverable using objective methodologies. Such methodologies include
evaluations based on the undiscounted cash flows generated by the underlying
assets or other determinants of fair value. The Company also evaluates
depreciation and amortization periods of tangible and intangible assets to
determine whether events or circumstances warrant revised estimates of useful
lives.

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.

         1. Revenue Recognition

                                      F-44
<PAGE>

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.

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
                                                                   =============       =============

</TABLE>
5. DEFERRED CHARGES
<TABLE>
<CAPTION>

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

<S>                                                                <C>                 <C>          

      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.
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%.


                                      F-45
<PAGE>


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.

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.



                                      F-46
<PAGE>

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.





















                                      F-47
<PAGE>













         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 sixth paragraph of Note 12
and the first paragraph and second paragraph of Note 20 as to which the date is
June 22, 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





                                      F-48
<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>



                                      F-49
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Garden State Cablevision L.P.:

We have audited in accordance with generally accepted auditing standards, the
financial statements for Garden State Cablevision L.P. and have issued our
report thereon dated January 28, 1998. Our audit was made for the purpose of
forming an opinion on the basic financial statements taken as a whole. The
schedule of valuation and qualifying accounts is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


                                                          ARTHUR ANDERSEN LLP

Philadelphia, Pa.,
   January 28, 1998





                                      F-50
<PAGE>

<TABLE>
<CAPTION>



                                                                       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                  $         642      $         658      $         691        $         609
                                                   =============      =============      =============        ============= 
                                                   

     Year ended December 31, 1996                  $         609      $         733      $         660        $         682
                                                   =============      =============      =============        ============= 

     Year ended December 31, 1997                  $         682      $         812      $         865        $         629
                                                   =============      =============      =============        ============= 


</TABLE>

                                      F-51
<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:  August 13, 1998                   By:   /s/ Maryann V. Bryla
                                               --------------------------------
                                               Maryann V. Bryla
                                               Treasurer (authorized officer
                                               and Principal Financial Officer)




<PAGE>








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