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                                   FORM 10-Q/A

                       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)

         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)

         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.

         This Form 10-Q/A is being filed to amend Part I Items 1 and 2 of the
quarterly report on Form 10-Q of Lenfest Communications, Inc. for the quarterly
period ended March 31, 1998, which was filed with the Securities and Exchange
Commission on May 15, 1998.

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1.       The following Notes to Condensed Consolidated Financial Statements are
         amended and restated in their entirety as follows:

                  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) or approximately 2% 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. Due
                  to the small percentage of ownership and the Company's
                  inability to exercise influence over Hyperion, the Company has
                  discontinued the usage of the equity method. The Company
                  accounts for this investment in accordance with SFAS 115.


                  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. As a result, the Company will
                  remain indirectly liable under the non-cable subsidiary
                  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
    
<PAGE>
   
                  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.
    
                  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.

                                       2

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

         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
                  Adjusted 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, Adjusted EBITDA represents EBITDA (earnings before
                  interest expense, income taxes, depreciation and amortization)
                  adjusted to include cash distributions received from
                  unconsolidated and unrestricted affiliates. Adjusted EBITDA
                  corresponds to the definition of "EBITDA" contained in the
                  Company's publicly held debt securities and is presented for
                  the convenience of the holders of the Company's public debt
                  securities. Adjusted EBITDA should not be considered as an
                  alternative to net income, as an indicator of the operating
                  performance of the Company or as an alternative to cash flows
                  as a measure of liquidity. Adjusted EBITDA and EBITDA are
                  not measures under generally accepted accounting principles.

    
                  RESULTS OF OPERATIONS

                  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.
 
                                      3
<PAGE>
                  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 the changed treatment of accounting
                  for franchise fees, selling, general and administrative
                  expense for the quarter ended March 31, 1998 was 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.

                  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.
   
                  Adjusted EBITDA increased 3.7% to $49.8 million for the
                  quarter ended March 31, 1998 compared to the corresponding
                  1997 period. The Adjusted 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.

                                       4
<PAGE>
   
                           The Company has not established a valuation
                  allowance for the net operating losses, because it believes
                  that all of the Company's net operating losses will be
                  utilized before they expire. The Company bases its belief on
                  continued growth in Adjusted EBITDA, slower tax depreciation
                  from the utilization of slower depreciation methods for tax
                  purposes and the expiration of depreciation and amortization
                  from previous acquisitions. Because of these factors, it
                  appears more likely than not that the Company will utilize its
                  net operating losses prior to expiration.
    

                  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.
   
                  Adjusted 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 Adjusted EBITDA margin was
                  50.6% in both 1998 and 1997.
    
                                       5

<PAGE>

                  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.

                  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.
   
                  Adjusted 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 increased 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.

                                       6
<PAGE>
   
                           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
                  ratio of operating cash flow for the most recently completed
                  financial quarter multiplied by four to senior indebtedness
                  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 ("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 March 31, 1998, 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 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.
   
                           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
                  Adjusted EBITDA and interest expense that is primarily at
                  fixed rates, and, therefore, 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.

                                       7
<PAGE>

                           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.
    
                                       8
<PAGE>
   
                           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.
    

                  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.

                                       9
<PAGE>

                           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.


                                       10
<PAGE>



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


                                       11