<PAGE>   1
                                   FORM  10-Q

                     SECURITIES  AND  EXCHANGE  COMMISSION

                           WASHINGTON,  D.C.    20549

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

                 For the quarterly period ended March 31, 1998

                                       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)

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

                       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)


         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 the number of shares outstanding of each of the registrant's
classes of common stock, as of May 15, 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.

<PAGE>   2

                         LENFEST  COMMUNICATIONS,  INC.

                                     Index




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

                 Condensed Consolidated Balance Sheets as of March 31, 1998
                 (unaudited) and as of December 31, 1997                                        2

                 Consolidated Statements of Operations and Comprehensive Income (Loss)
                 for the three months ended March 31, 1998 (unaudited) and
                 March 31, 1997 (unaudited)                                                     4

                 Consolidated Statements of Cash Flows for the three months ended
                 March 31, 1998 (unaudited) and March 31, 1997 (unaudited)                      5

                 Notes to Condensed Consolidated Financial Statements (unaudited)               7


         Item 2. Management's Discussion and Analysis of Financial Condition and
                 Results of Operations                                                         12


PART  II.  OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                                              17
</TABLE>



                                       1
<PAGE>   3

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




<TABLE>
<CAPTION>
                                                                                 March 31,           December 31,
                                                                                   1998                  1997
                                                                                -----------         --------------
                                                                                (Unaudited)               (*)
<S>                                                                           <C>                    <C>
ASSETS

  Cash and cash equivalents                                                   $       22,017         $      15,623


  Marketable securities                                                               11,825                14,452

  Accounts receivable, trade and other, less allowance for
    doubtful accounts of $2,659 in 1998 and $2,923 in 1997                            17,510                23,206


  Inventories                                                                          2,242                 2,153

  Prepaid expenses                                                                     3,278                 2,960

  Property and equipment, net of accumulated depreciation
   of $381,128 in 1998 and $359,125 in 1997                                          409,677               413,787

  Investments, principally in affiliates, and related receivables                     67,262                56,881

  Goodwill, net of amortization of $29,508 in 1998 and
   $28,594 in 1997                                                                    72,222                73,136

  Deferred franchise costs, net of amortization of $198,459 in
   1998 and $186,027 in 1997                                                         494,601               507,023


  Other intangible assets, net of amortization of $14,400 in 1998
   and $16,668 in 1997                                                                24,333                28,341

  Deferred Federal tax asset, net                                                     77,671                74,251

  Net assets of discontinued operations                                                  375                 2,660

  Other assets                                                                         6,355                 5,247
                                                                              --------------         -------------
                                                                              $    1,209,368         $   1,219,720
                                                                              ==============         =============

</TABLE>

(*)  Condensed from audited financial statements.

See accompanying notes to condensed consolidated financial statements.





                                       2
<PAGE>   4

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




<TABLE>
<CAPTION>
                                                                                    March 31,           December 31,
                                                                                      1998                  1997
                                                                                   -----------         -------------
                                                                                   (Unaudited)               (*)
                                                                                 <C>                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Notes payable and obligations under capital leases                                $   1,286,145          $  1,295,306

Accounts payable and accrued expenses - unrelated parties                                61,201                50,867

Accounts payable - affiliate                                                             21,653                26,304

Customer service prepayments and deposits                                                 7,310                 6,984

Deferred interest                                                                         6,930                 7,063

Deferred state tax liability (net)                                                        9,505                 9,580

Investment in Garden State Cablevision, L.P.                                             77,747                77,880
                                                                                  -------------          ------------
                                                       TOTAL LIABILITIES              1,470,491             1,473,984

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

Accumulated deficit                                                                    (317,144)             (310,269)

Accumulated other comprehensive income, arising from
 unrealized net gains on marketable securities, net of
 deferred taxes of $2,839 in 1998 and $2,830 in 1997                                      5,272                 5,256
                                                                                  -------------          ------------
                                                                                       (261,123)             (254,264)
                                                                                  -------------          ------------

                                                                                  $   1,209,368          $  1,219,720
                                                                                  =============          ============

</TABLE>



(*)Condensed from audited financial statements.

See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>   5
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        AND COMPREHENSIVE INCOME (LOSS)
                                  (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                   ------------------------------------
                                                                                        1998                  1997
                                                                                   --------------         -------------
<S>                                                                                <C>                    <C>
REVENUES                                                                           $      110,665         $     107,668


OPERATING EXPENSES
  Service                                                                                  10,779                 8,755
  Programming - from affiliate                                                             17,335                15,687
  Programming - other cable                                                                 7,584                 7,775
  Selling, general and administrative                                                      22,719                22,391
  Direct costs - non-cable                                                                  3,559                 5,452
  Depreciation                                                                             22,133                18,611
  Amortization                                                                             14,523                13,514
                                                                                   --------------         -------------
                                                                                           98,632                92,185
                                                                                   --------------         -------------

                                                            OPERATING INCOME               12,033                15,483

OTHER INCOME (EXPENSE)
  Interest expense                                                                        (31,499)              (31,917)
  Equity in net income (losses) of unconsolidated
    affiliates                                                                               (814)                1,292
  Gain on exchange of partnership interest                                                 11,489                     -
  Other income and expense (net)                                                            4,122                   510
                                                                                   --------------         -------------
                                                                                          (16,702)              (30,115)
                                                                                   --------------         -------------

                                           (LOSS) FROM CONTINUING OPERATIONS
                                                         BEFORE INCOME TAXES               (4,669)              (14,632)


INCOME TAX BENEFIT (NET)                                                                      855                 4,271
                                                                                   --------------         -------------
                                           (LOSS) FROM CONTINUING OPERATIONS               (3,814)              (10,361)

DISCONTINUED OPERATIONS
  Income from discontinued operations of Lenfest MCN, Inc.
    (formerly known as MicroNet, Inc. and affiliates),
    net of income taxes of $371                                                                 -                   900
                                                                                   --------------         -------------
                                            (LOSS) BEFORE EXTRAORDINARY LOSS               (3,814)               (9,461)


EXTRAORDINARY LOSS
  Early extinguishment of debt, net of income taxes of $1,645                              (3,061)                    -
                                                                                   --------------         -------------
                                                                  NET (LOSS)               (6,875)               (9,461)


OTHER COMPREHENSIVE INCOME, net of tax
  Unrealized gains on securities:                                                           3,680                 9,492
    Unrealized holding gains arising during the period
    Less:  reclassification adjustment for gains included
    in net (loss)                                                                          (3,664)                  (73)
                                                                                   --------------         -------------
                                                                                               16                 9,419
                                                                                   --------------         -------------
                                                 COMPREHENSIVE INCOME (LOSS)       $       (6,859)        $         (42)
                                                                                   ==============         =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   6
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                             (Dollars in thousands)





<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                   ------------------------------------
                                                                                        1998                  1997
                                                                                   --------------         -------------
<S>                                                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                                                       $       (6,875)        $      (9,461)
  (Income) from discontinued operations                                                         -                  (900)
  Extraordinary loss                                                                        3,061                     -
                                                                                   --------------         -------------
  Loss from continuing operations                                                          (3,814)              (10,361)
  Adjustments to reconcile loss from continuing operations to
    net cash provided by operating activities:
      Depreciation and amortization                                                        36,656                32,125
      Accretion of debt discount                                                              438                   376
      Accretion of deferred interest                                                         (132)                    -
      Accretion of discount on marketable securities (net)                                      -                   (26)
      (Gain) on exchange of partnership interest                                          (11,489)                    -
      Net (gains) on sales of marketable securities                                        (3,664)                  (73)
      Deferred income tax (benefit)                                                        (1,855)               (4,271)
      (Gain) on sale of property and equipment                                                (33)                  (28)
      Equity in net (income) losses of unconsolidated affiliates                              814                (1,292)
      Minority interest                                                                         -                  (282)
  Changes in operating assets and liabilities, net of effects
    from acquisitions
      Accounts receivable                                                                   5,696                  (611)
      Inventories                                                                             (89)                  497
      Prepaid expenses                                                                       (318)                 (995)
      Other assets                                                                         (1,108)               (1,227)
      Accounts payable and accrued expenses:
        Unrelated parties                                                                  10,334                18,273
        Affiliate                                                                          (4,651)                 (491)
      Customer service prepayments and deposits                                              (156)                 (278)
                                                                                   --------------         -------------

                                                        NET CASH PROVIDED BY
                                                        OPERATING ACTIVITIES               26,629                31,336
                                                                                   --------------         -------------

</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>   7
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS, (continued)
                                  (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                   ------------------------------------
                                                                                        1998                  1997
                                                                                   --------------         -------------
<S>                                                                                <C>                    <C>
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions of cable systems                                                    $            -         $     (84,500)
  Purchases of property and equipment                                                     (18,023)              (14,508)
  Purchases of marketable securities                                                       (1,078)                 (301)
  Proceeds from sales of property and equipment                                                33                    28
  Proceeds from sales of marketable securities                                              7,878                   189
  Discontinued operations                                                                   2,285                 1,083
  Investments in unconsolidated affiliates                                                      -                (6,592)
  Distributions from unconsolidated affiliates                                                475                    75
  (Increase) in other intangible assets - investing                                          (165)                 (747)
  Loans and advances to unconsolidated affiliates                                            (890)                 (181)
  Loans and advances from unconsolidated affiliates                                           570                 1,966
                                                                                   --------------         -------------

                                                          NET CASH (USED) IN
                                                        INVESTING ACTIVITIES               (8,915)             (103,488)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increases in debt                                                                       296,386                75,000
  Early extinguishment of debt                                                            (67,375)                    -
  Other debt reduction:
    Notes                                                                                (240,000)              (15,000)
    Obligations under capital leases                                                         (331)                 (170)
  (Increase) in other intangible assets --  financing                                           -                  (252)
                                                                                   --------------         -------------

                                              NET CASH PROVIDED BY (USED IN)
                                                        FINANCING ACTIVITIES              (11,320)               59,578
                                                                                   --------------         -------------

                                                               NET INCREASE
                                                          (DECREASE) IN CASH                6,394               (12,574)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                                                                15,623                19,162
                                                                                   --------------         -------------

                                                   CASH AND CASH EQUIVALENTS
                                                            AT END OF PERIOD       $       22,017         $       6,588
                                                                                   ==============         =============
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>   8
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



NOTE 1  - BASIS OF PRESENTATION

Condensed Financial Information and Results of Operations

In the opinion of the management of the Company and subsidiaries (the
"Company"), the accompanying condensed unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles and with the regulations of the Securities and Exchange Commission
and contain all adjustments (consisting of only normal recurring adjustments)
necessary to make the condensed consolidated financial statements not misleading
and to present fairly the consolidated financial condition as of March 31, 1998,
the consolidated results of operations and consolidated cash flows for the three
months ended March 31, 1998 and 1997.

Certain information and note disclosures normally included in the Company's
annual consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.  These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Form 10-K dated March 27, 1998.  The results of operations for the periods ended
March 31, 1998 and 1997, are not necessarily indicative of operating results for
the full year.

Prior period financial statements and notes thereto have been restated to
reflect the continuing operations of the Company.

NOTE 2   DISCONTINUED OPERATIONS

Effective October 31, 1997, Lenfest MCN, Inc., (formerly MicroNet, Inc.) and
Lenfest MCN Delmarva Associates LP (formerly MicroNet Delmarva Associates LP),
collectively "MCN", 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 $70.3 million, subject to adjustments.  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 net assets of
MCN have been separately classified in the accompanying condensed consolidated
balance sheet under the caption  Net assets of discontinued operations and
consist of the following at March 31, 1998 and December 31, 1997:

<TABLE>
<CAPTION>
                                                       March 31,            December 31,
                                                          1998                  1997
                                                       ----------          -------------
                                                             (Dollars in thousands)
<S>                                                    <C>                 <C>
Accounts receivable                                    $      375           $    2,660
                                                       ==========           ==========
</TABLE>


                                       7
<PAGE>   9
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, (continued)
                                  (Unaudited)


NOTE 2   DISCONTINUED OPERATIONS, (continued)

Operating results of MCN for  the three months ended March 31, 1997, are shown
separately  in the accompanying consolidated statements  of  operations and
comprehensive  income  (loss) under  the  caption   "Income  from discontinued
operations of Lenfest MCN, Inc."  and consist of the following:

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                        March 31, 1997
                                                                                   -----------------------
                                                                                   (Dollars in thousands)
 <S>                                                                                   <C>
 Revenues                                                                               $       5,068
 Operating expenses                                                                            (2,783)
 Depreciation and amortization                                                                   (909)
                                                                                        -------------
                                                                 OPERATING INCOME               1,376

                                                                                                 
 Interest expense                                                                                (117)
 Other income                                                                                      12
 Income tax (expense)                                                                            (371)
                                                                                        -------------
                                                                       NET INCOME       $         900
                                                                                        =============
</TABLE>



NOTE 3 - SUPPLEMENTAL DISCLOSURES TO STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                  -----------------------------------
                                                                       1998                  1997
                                                                  -------------         -------------
                                                                         (Dollars in thousands)
<S>                                                               <C>                  <C>
CASH PAID DURING THE PERIOD FOR
  Interest                                                        $       8,703         $       8,346
                                                                  =============         =============

  Income taxes                                                    $           -         $       1,522
                                                                  =============         =============
SUPPLEMENTAL SCHEDULE RELATING TO ACQUISITIONS

                                                                       1998                  1997
                                                                  -------------         -------------
                                                                         (Dollars in thousands)
Property and equipment                                            $           -         $      27,965
Deferred franchise costs                                                      -                53,797
Goodwill and other intangible assets                                          -                 2,738
                                                                  -------------         -------------
                                                                  $           -         $      84,500
                                                                  =============         =============
</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES

On February  12, 1998,  the Company exchanged a  partnership interest for a
warrant to acquire Class  A common stock in Hyperion Telecommunications, Inc.
(See Note 4).



                                       8
<PAGE>   10
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
                                        
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, (continued)
                                  (Unaudited)

NOTE 4 - GAIN FROM EXCHANGE OF PARTNERSHIP INTEREST

On February 12, 1998, the Company's wholly owned subsidiary, Lenfest Telephony,
Inc., exchanged its 50% general partnership interest in Hyperion
Telecommunications of Harrisburg ("HTH") for a warrant to acquire 731,624
shares (the effective number of shares after a stock split) of Class A common
stock of Hyperion Telecommunications, Inc. ("Hyperion"), the other 50%
general partner in HTH.  No exercise price is payable with the exercise of the
warrant. The value of the warrant was estimated to be $11.7 million, based on
the initial public offering of the Class A common stock of Hyperion in May 1998.
A gain of $11.5 million, 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 and comprehensive income (loss).  The stock
is included in investments in the accompanying condensed consolidated balance
sheet as it was not readily marketable at March 31, 1998.


NOTE 5 - MARKETABLE SECURITIES

The aggregate cost basis and market values of marketable securities at March
31, 1998 and December 31, 1997 are as follows:


<TABLE>
<CAPTION>
                                                    Aggregate              Gross
                                                       Cost             Unrealized              Fair
                                                      Basis                Gain                Value
                                                  ------------        --------------       -------------
                                                                  (Dollars in thousands)
<S>                                               <C>                  <C>                 <C>
March 31, 1998                                    $       3,715        $       8,110       $      11,825
                                                  =============        =============       =============

December 31, 1997                                 $       6,366        $       8,086       $      14,452
                                                  =============        =============       =============

</TABLE>

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
$3,664,000 and $73,000 are included in the accompanying consolidated statements
of operations for 1998 and 1997, respectively.  The specific identification
method is used to determine the cost of each security at the time of sale.

NOTE 6 - INVESTMENTS, PRINCIPALLY IN AFFILIATES

The Company, through several subsidiaries, owns non-controlling interests in
several general partnerships and corporations.  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 interest in
Garden State Cablevision L.P. ("Garden State"), a cable company serving
approximately 209,000 customers in southern New Jersey at March 31, 1998. The
Company accounts for its investment in Garden State under the equity method. The
Company is allocated a total of 50% of Garden State's losses.  In addition, the
Company is required to make up its partner capital deficits upon 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 receivables, in excess of the investments in
Garden State in the amount of $77,747,000 and $77,880,000 at March 31, 1998 and
December 31, 1997, respectively.



                                       9

<PAGE>   11
                 LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, (continued)
                                  (Unaudited)


NOTE 6 - INVESTMENTS, PRINCIPALLY IN AFFILIATES, (continued)

Summarized statements of operations of Garden State, accounted for under the
equity method for the three months ended March 31, 1998 and 1997, are as
follows:

<TABLE>
<CAPTION>

                                                                                1998                  1997
                                                                            -----------          -------------
                                                                                  (Dollars in thousands)
<S>                                                                        <C>                   <C>
RESULTS OF OPERATIONS
Revenues                                                                   $      27,730         $      26,730
Operating expenses                                                               (11,391)              (11,574)
Depreciation and amortization                                                     (8,725)              (11,481)
                                                                           -------------         -------------

                                                    OPERATING INCOME               7,614                 3,675

Interest expense                                                                  (5,605)               (5,766)
Other expense                                                                     (1,663)               (1,604)
                                                                           -------------         -------------

                                                   NET INCOME (LOSS)       $         346         $      (3,695)
                                                                           =============         =============

</TABLE>
NOTE 7 - LONG-TERM DEBT

Notes payable and obligations under capital leases consisted of the following
at March 31, 1998 and December 31, 1997:

<TABLE>
<CAPTION>

                                                                             March 31,             December 31,
                                                                                1998                  1997
                                                                            -----------          -------------
                                                                                  (Dollars in thousands)
<S>                                                                        <C>                   <C>
8-3/8% senior notes due November 1, 2005                                   $     687,374         $     687,082
10-1/2% senior subordinated notes due June 15, 2006                              293,897               293,781
7-5/8% senior notes due February 15, 2008 (a)                                    148,258                     -
8-1/4% senior subordinated notes due February 15, 2008 (b)                       148,159                     -
Bank credit facility                                                                   -               240,000
11.30% senior promissory notes due September 1, 2000                                   -                45,000
11.84% senior promissory notes due May 15, 1998                                    1,470                10,500
9.93% senior promissory notes due September 30, 2001                                   -                11,625
Obligations under capital leases                                                   6,987                 7,318
                                                                           -------------         -------------
                                                                           $   1,286,145         $   1,295,306
                                                                           =============         =============

</TABLE>



(a)   These notes, which are stated  net of unamortized discount of $1.7
      million at March 31, 1998, were issued through a private  placement in
      February 1998. 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, together with the
      proceeds from  the  8-1/4% senior  subordinated notes  discussed below,
      were used  to  provide funds  for  the  early extinguishment of debt and
      to pay down the bank credit facility.

(b)   These notes, which are stated net of unamortized discount of $1.8 million
      at March 31,  1998, were issued through a private placement  in February
      1998. 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 Company may prepay the notes in 2003. The net proceeds were
      used as discussed in (a) above.



                                       10
<PAGE>   12

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



NOTE 8 - 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 recognition.  Deferred income tax expense is measured by the
change in the net deferred income tax asset or liability during the period.

The net income tax benefit differs from amounts expected by applying the U.S.
Federal income tax rate of 35% to loss before income taxes primarily from
nondeductible amortization on goodwill and certain other intangibles and
provision for state income taxes.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

In November 1994, Mr. Lenfest and TCI International, Inc., an affiliate of TCI,
jointly and severally guaranteed $67 million in program license obligations of
the distributor of Australis' movie programming.  As of March 31, 1998, the
Company estimates that the guarantee under the license agreements was
approximately $42.9 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 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 under an agreement dated June 5, 1997. As a
result, the Company will remain indirectly liable under the non-cable
subsidiary indemnity.

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 $718 million (approximately U.S. $475 million as of
March 31, 1998).  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 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 or the results of operations of the
Company.





                                       11
<PAGE>   13
Item 2.   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, remote control devices and
installations).

The Company has generated increases in revenues and EBITDA for the three months
ended March 31,  1998 primarily due  to  increases in  monthly  revenue per
customer generated during  1997  and internal  customer growth.  As used
herein, EBITDA  is  defined as operating  income plus depreciation,
amortization and cash distributions received from unconsolidated affiliates.
EBITDA and similar measurements of cash flows are commonly used in the cable
industry to analyze and compare cable companies on the basis of operating
performance. 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. EBITDA  is not  a measure  under 
generally accepted  accounting principles.

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1997

CONSOLIDATED RESULTS

REVENUES increased $3.0 million, or 2.8%, to $110.7 million for the quarter
ended March 31, 1998 as compared to the corresponding 1997 period.  The
increase was primarily due to strong internal customer growth and the full
effect of the rate increases implemented during 1997 associated with the
Company's Core Cable Television Operations.

In the quarter ended March 31, 1998, the Company changed its treatment of
franchise fees.  Previously, the franchise fees were treated as an item of
revenue and an item of expense. Beginning with the quarter ended March 31,
1998, the Company determined that franchise fees collected would not be
included in revenue or as an item of expense since the Company merely acts as a
pass through agent in the same way it does for collection and payment of
applicable sales taxes.  For the period ended March 31, 1998 this had the
effect of reducing Revenue by $2.0 million. Had the Company used the current
methodology in the corresponding 1997 period, the increase in Revenue for the
quarter ended March 31, 1998 would have been approximately $5.0 million, a 4.8%
increase from the corresponding 1997 period.

SERVICE EXPENSES increased 23.1% to $10.8 million for the quarter ended March
31, 1998 compared to the corresponding 1997 period. The increase was primarily
due to costs associated with the Company's Core Cable Television Operations.

PROGRAMMING EXPENSES increased 6.2% to $24.9 million for the quarter ended March
31, 1998 compared to the corresponding 1997 period.  The increase was due to
increases in programming costs associated with the Company's Core Cable
Television Operations.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE increased 0.3% million, or 1.5%, to
$22.7 million for the quarter ended March 31, 1998 compared to the
corresponding 1997 period. These expenses are associated with salaries,
facility, and marketing costs. The increase was primarily due to legal fees
incurred in connection with The Australis Media, Ltd. litigation. See "Legal
Proceedings" in the Company's Form 10-K, filed March 27, 1998. As a result of
th changed treatment of accounting for franchise fees, selling, general and
administrative expense for the quarter ended March 31, 1998 is reduced by $2
million, the amount of franchise fees collected and paid in the quarter. Had
the Company used the current methodology in the corresponding 1997 period, the
increase in selling, general and administrative expense for the quarter ended
March 31, 1998 would have been approximately $2.3 million, a 10.4% increase
over the corresponding 1997 period.

DIRECT COSTS NON-CABLE decreased 34.7% to $3.6 million for the quarter ended
March 31, 1998 compared to the corresponding 1997 period. The decrease was
primarily due to the elimination of certain activities conducted by the
Company's Non-Cable Operations.


                                       12
<PAGE>   14
DEPRECIATION AND AMORTIZATION EXPENSE increased 14.1% to $36.7 million for the
quarter ended March 31, 1998 compared to the corresponding 1997 period primarily
as a result of additional capital expenditures associated with the Company's
Core Cable Television Operations.

EBITDA increased 3.7% to $49.8 million for the quarter ended March 31, 1998
compared to the corresponding 1997 period. The EBITDA margin increased to 45.0%
in the 1998 period compared to 44.6% for 1997 period. These increases were
primarily related to the Company's Core Cable Television Operations.

INTEREST EXPENSE decreased 1.3% to $31.5 million for the quarter ended March 31,
1998 compared to the corresponding 1997 period. The decrease was primarily due
to lower interest rates on outstanding borrowings and lower average outstanding
indebtedness.

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX decreased 68.1% to $4.7
million. The decrease was attributable to a gain realized on the exchange of a
partnership interest.


CORE CABLE TELEVISION OPERATIONS

REVENUES increased 3.5% to $103.5 million for the quarter ended March 31, 1998
compared to the corresponding 1997 period.  Revenues for basic and CPS tiers,
customer equipment, and installation ("regulated services") increased  11.2 % or
$8.1 million compared to the corresponding 1997 period.  This increase was
primarily attributable to strong internal customer growth of approximately  3.3%
over the prior year period and the realization of the full effect of rate
increases implemented over the course of 1997.  Non-regulated service revenue
decreased 16.6% or $3.5 million for the quarter ended March 31, 1998 compared to
the corresponding 1997 period.  This decrease was primarily a result of the
discontinuation of the Prism regional sports network service which occurred as
of October 1, 1997.  Other revenue decreased 16.0% or $1.1 million compared to
the corresponding 1997 period. The decrease was primarily a result of the
Company changing its methodology of recording franchise fee revenues and
expenses as described above.       

SERVICE EXPENSES increased 23.1% to $10.8 million for the quarter ended March
31, 1998 compared to the corresponding 1997 period.  These expenses are related
to technical salaries and general operating expenses.  The increase was
primarily associated with customer installation, plant maintenance costs and
the continuing expense related to the consolidation efforts of the Company.

PROGRAMMING EXPENSES increased 6.2% to $24.9 million for the quarter ended March
31, 1998 compared to the corresponding 1997 period.  The programming expense
increase was primarily due to increased network programming costs and increased
number of customers associated with the basic and CPS tier services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE decreased 9.2% to $16.5 million for
the quarter ended March 31, 1998 compared to the corresponding 1997 period.
These expenses are associated with salaries, facility, and marketing costs.
The decrease was primarily a result of the Company changing its methodology of
recording franchise fee revenues and expenses as described above.

DEPRECIATION AND AMORTIZATION EXPENSE increased 15.2% to $35.7 million for the
quarter ended March 31, 1998 compared to the corresponding 1997 period. This
increase was primarily due to increased capital expenditures.

EBITDA increased 3.4% to $52.4 million for the quarter ended March 31, 1998
compared to the corresponding 1997 period.  The increase was primarily
attributable to strong internal customer growth of approximately 3.3% and the
realization of the full effect of the rate increases implemented during 1997.
The EBITDA margin was 50.6% in both 1998 and 1997.

NON-CABLE INVESTMENTS

Radius Communications

REVENUES, prior to payment of affiliate fees, increased 20.8% to $6.4 million
for the quarter ended March 31, 1998 compared to the corresponding 1997 period.


                                       13
<PAGE>   15
OPERATING EXPENSES increased 9.0% to $5.7 million for the quarter ended March
31, 1998 compared to the corresponding 1997 period.  The increase was primarily
due to increased selling expenses.  Affiliate fees increased 2.2% to $2.5
million of which $1.4 million was paid to the Company. Affiliate fees paid to
the Company are eliminated in consolidation.

EBITDA was $0.7 million for the quarter ended March 31, 1998 compared to $0.1
million for the corresponding 1997 period.

DEPRECIATION AND AMORTIZATION EXPENSE increase by 17.5% to $0.5 million for the
quarter ended March 31, 1998 compared to the corresponding 1997 period.  The
increase was primarily due to the continued deployment of digital advertising
insertion equipment used for operations and expansion of sales offices.

OPERATING INCOME was $0.3 million for the quarter ended March 31, 1998 compared
to an Operating Loss of $0.4 million for the corresponding 1997 period.

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. On February 5, 1998, the Company issued $150 million in
principal amount of Senior Notes and $150 million in principal amount of Senior
Subordinated Notes. The proceeds and cash on hand were used to prepay existing
indebtedness, accrued interest and prepayment premiums in the aggregate amount
of $313.8 million.  As a result, at March 31, 1998, the Company had aggregate
total indebtedness of approximately $1,286.1 million.  The Company's senior
indebtedness of $844.1 million consisted of:  (i) a debt obligation in the
amount of $1.5 million due May 15, 1998; (ii) $835.6 million of Senior Notes;
and (iii) obligations under capital leases of approximately $7.0 million. At
March 31, 1998, the outstanding subordinated indebtedness was approximately
$442.0 million of Senior Subordinated Notes.  The Senior Subordinated Notes are
general unsecured obligations of the Company subordinate in right of payment to
all present and future senior indebtedness of the Company.

In addition, the Company  has in place a $300 million revolving credit facility
with a group of banks ("Bank Credit Facility"). As of May 14, 1998, the
Company's Bank  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 Senior Debt  Leverage Ratio for the  quarter
ended March 31,  1998 through December 30, 1999 in  excess of 5.00:1 and 4.50:1
commencing on  December 31,  1999 and thereafter; and  (ii) a Total  Debt
Leverage Ratio  in excess of 6.50:1  at  March 31,  1998, and  declining to
6.00:1 commencing  on December  31, 1998  and thereafter. The Company  expects
to  refinance  the  Bank Credit  Facility in 1998. The Company is  prohibited
from paying dividends under the Bank Credit Facility. In addition, the Company
is limited  in the amount of dividends it can pay pursuant to the terms of the
Notes.

OPERATIONS. 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 $16.9
million for the three month period ended March 31, 1998 compared to
approximately $16.2 million for the three month period ended March 31, 1997.
During the three month period ended March 31, 1998, the Company was required to
make interest payments of approximately $8.7 million on outstanding debt
obligations, whereas in the same period in the prior year, the Company was
required under its then existing debt obligations to make interest payments of
$8.3 million.

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.

                                       14
<PAGE>   16
The Company has net operating loss carryforwards which it expects to utilize
notwithstanding recent and expected near term losses.  The net operating losses
begin to expire in the year 2001 and will fully expire in 2012. Management bases
its expectation on its plans to elect slower tax depreciation methods,
continuing annual growth in EBITDA, and interest expense that is primarily at
fixed rates, and, therefore, is not expected to increase.

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 March 31, 1998, the Company believes the
guarantee under the license agreements was approximately $42.9 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.

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 so the
Company's non-cable subsidiaries will not be required to pay any amounts to
Mr. Lenfest pursuant to the indemnification.

CAPITAL EXPENDITURES. During  1998, the  Company expects to  make approximately
$100  million  of 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,  including wide deployment of fiber optics,
maintenance including plant  extensions, installations, and other fixed assets
as  well as  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,  including responding  to competition and
increasing capacity to  handle new  product offerings in affected  cable
television  systems. The Company  anticipates  that  capital  expenditures  for
years  subsequent  to  1998  will  continue  to  be significant.

RESOURCES. Management believes, based on its current business plans, 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.  To the extent the Company seeks
additional acquisitions, it may need to obtain additional financing.  However,
the Company's ability to borrow funds under the Bank Credit Facility requires
that the Company be in compliance with the Senior and Total Debt Leverage Ratios
or obtain the consent of the lenders thereunder to a waiver or amendment of the
applicable Senior or Total Debt Leverage Ratio.  Management believes that the
Company will be in compliance with such Debt Leverage Ratios.

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


                                       15
<PAGE>   17
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 recognize 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 expects 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 a
material adverse effect on the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") Statement No. 130, "Reporting
Comprehensive Income" ("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.   In accordance with the provisions of  SFAS No. 130, the
Company has adopted the pronouncement,  effective January 1,  1998,  by
reporting net consolidated  comprehensive  income (loss)  in  the Consolidated
Statements of Operations and  Comprehensive Income (Loss).   Prior periods  have
been restated  for comparative  purposes as required.

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 interim  financial reports issued to
stockholders.  It also established standards for  related disclosures  about
products  and services,  geographic areas,  and major customers. The Company
will adopt SFAS  131 by December 31, 1998.  The  adoption of SFAS No. 131 will
not have a significant impact on the Company's Consolidated Financial Statements
and the related footnotes.

The  FASB has also recently issued SFAS No. 132, "Employers' Disclosure about
Pensions and Other Post Retirement Benefits" ("SFAS No.  132").  SFAS No.  132
establishes standards  for the way  businesses disclose pension and other  post
retirement benefit plans.  SFAS No. 132  is effective for fiscal  years
beginning after December 15, 1997.    The Company  adopted  SFAS No.  132
effective January  1,  1998.   Financial  statement disclosures  for prior
periods do not  require restatement since the adoption of SFAS No.  132 does not
have a significant impact on the Company's financial statement disclosures.

The  American  Institute  of Certified  Public Accountants  ("AICPA")  recently
issued Statement  of Position 98-1,  "Accounting  for the Costs of Computer
Software Developed  or Obtained for Internal  Use"  ("SOP 98-1").  SOP 98-1
defines which costs of computer software developed  or obtained for internal use
are capital and which costs  are expense.   SOP  98-1 is  effective for fiscal
years beginning after December  15, 1998.  Earlier application is encouraged.
The Company has not yet adopted SOP 98-1.

The AICPA recently issued Statement of Position 98-5, "Reporting on the Costs of
Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that entities expense
start-up costs  and organization costs  as they  are incurred. SOP 98-5 is
effective for fiscal years  beginning after December 15, 1998. Earlier
application is encouraged.  The  Company has adopted SOP  98-1 effective January
1,  1998. The adoption of  SOP 98-5 does not have a significant impact on the
Company's Consolidated Financial Statements and the related footnotes.

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.





                                       16
<PAGE>   18
PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS  AND  REPORTS  ON  FORM  8K


            (a) Exhibits.


<TABLE>
<CAPTION>
Exhibit
Number           Title or Description
------           --------------------
  <S>         <C>
       The following Exhibits are furnished as part of this Report:


    *2.1       Amended and Restated Asset  Exchange Agreement, dated September  8, 1995, between LenCom, 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 the Company.


    *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
</TABLE>

                                       17


<PAGE>   19


<TABLE>
 <S>         <C>
               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.


  +++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       Programming Supply Agreement,  effective as of September 30, 1986, between ease ,  dated as of
               May Marguerite Lenfest and Satellite Services, Inc. and the Company.


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


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


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


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


   *10.6       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).


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


   *10.8       Amendment to Supplemental Agreement,  dated May 4, 1984 between  the Company and TCI  Growth,
               Inc.


   *10.9       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,  Tele-Communications,
               Inc. and Liberty Media Corporation.


   *10.10      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,

</TABLE>

                                       18

<PAGE>   20
<TABLE>
 <S>    <C>
                 Marguerite B. Lenfest, H.  Chase Lenfest, Brook J.  Lenfest, Diane A. Lenfest and
                 the Company

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


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


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


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


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



*++++10.16       Agreement, dated September 30, 1986, between the Company and Tele-Communications, Inc.


    *10.17       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.


   **10.18       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 Bankers's Trust have not been filed
                 because they are identical in all material respects to the filed exhibit.)


   **10.19       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 exhibits.)


    +10.20       First Amendment, dated  as of February  29, 1996,  to Credit Agreement,  dated as of  December
                 14,  1995,  by  and  among  the  Company,  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.


    +10.21       Agreement, dated as of February 29, 1996, in favor of the Company by H.F. Lenfest.


    +10.22       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.


    +10.23       Sublease Agreement,  dated March 21,  1996, between Suburban Cable  TV Co. Inc.  and Surgical
                 Laser Technologies, Inc.


    +10.24       Letter Agreement, dated November  30, 1995, between the  Company and The  Prudential Insurance
                 Company of America.


    +10.25       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.)


   ++10.26       Form of  Second Amendment,  dated as  of April  29, 1996,  to Credit  Agreement, dated  as of
                 December 14, 1995, by  and among the Company,  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       Form  of  Letter  Agreement, dated  May  2,  1996,  between the  Company  and The  Prudential
                 Insurance Company of America.


   ++10.28       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
</TABLE>


                                       19
<PAGE>   21
<TABLE>
<S>             <C>
                Society  have not been  filed because  they are identical in  all material respects
                to the filed exhibit.)

  ++10.29       Form of  Senior Subordinated Credit Agreement, dated as  of May 2, 1996, between the Company
                and The Toronto-Dominion Bank.


+++ 10.30       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.)


 +++10.31       Letter  Agreement, dated  June 20,  1996, between  the  Company and The  Prudential Insurance
                Company of America.


 +++10.32       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.


 +++10.33       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.


   #10.34       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.


   #10.35       Form of First Amendment,  dated as of October 28, 1996, to Credit Agreement, dated as of June
                27,  1996,  by  and  among  the  Company,  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.

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

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


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

   !10.39       Form of Second Amendment, dated as of January 27, 1998, to Credit Agreement, dated as
                of June 27, 1996, by and among the Company, The Toronto-Dominion Bank, PNC Bank, National 
                Association an NationsBank of Texas, N.A., as Arranging Agents, the Lenders and Toronto  
                Dominion (Texas), Inc. as Administrative Agent.


      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.
</TABLE>

                                       20

<PAGE>   22

<TABLE>
<S>            <C>
       +       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.


    ++++       Confidential portions  have been omitted pursuant  to Rule 406 and  filed separately
               with the Commission.


       #       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.

       !       Incorporated  by reference  to the  Company's Registration  Statement on  Form
               S-4,  No.  333- 51589, dated May 1, 1998.


               (b)      Reports on Form 8-K.

               None.
</TABLE>

                                       21


<PAGE>   23



                                   SIGNATURE



     Pursuant to  the requirements 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: May 15, 1998       By:  /s/ Maryann V. Bryla
                              Maryann V. Bryla
                              Vice President (authorized
                              officer and Principal Financial Officer)