SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-K/A

 X Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934

                    For the fiscal year ended March 31, 1998

____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to _________

                        Commission File Number: 000-21605

                        HYPERION TELECOMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                       25-1669404
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)

         Main at Water Street
           Coudersport, PA                                      16915
 (Address of principal executive offices)                     (Zip code)

                                  814-274-9830
               (Registrant's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None.
           Securities registered pursuant to Section 12(g) of the Act:
                     Class A Common Stock, $0.01 par value.

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 ____

Aggregate market value of outstanding Class A Common Stock, par value $0.01,
held by non-affiliates of the registrant at June 24, 1998 was $235.5 million
based on the closing sale price as computed by the NASDAQ National Market system
as of that date. For purposes of this calculation only, affiliates are deemed to
be Adelphia Communications Corporation and directors and executive officers of
the registrant.

At June 24, 1998,  21,605,896  shares of Class A Common Stock,  par value $0.01,
and 33,007,007 shares of Class B Common Stock, par value $0.01, of the
registrant were outstanding.

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


<PAGE>




         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 as set forth in the pages attached hereto:


        PART III


        Item 10.  Directors and Executive Officers of the Registrant


        Item 11.  Executive Compensation


        Item 12.  Security Ownership of Certain Beneficial Owners and Management


        Item 13.  Certain Relationships and Related Transactions





SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                         HYPERION TELECOMMUNICATIONS, INC.




July 29, 1998                      By:   /s/ Daniel R. Milliard
                                         Daniel R. Milliard
                                         President and Chief Operating Officer




<PAGE>



Item 10.  Directors and Executive Officers of the Registrant

         The information set forth in Part I under the caption "Executive
Officers of the Registrant" is incorporated herein by reference. All of the
following nominees for director are currently directors.

<TABLE>
<CAPTION>

 Directors and Executive Officers

         The directors and executive officers of the Company are:

Name                                        Age     Position
Executive Officers and Directors
<S>                                          <C>    <C>
John J. Rigas...........................     73     Chairman and Director
James P. Rigas..........................     40     Vice Chairman, Chief Executive Officer and Director
Michael J. Rigas........................     44     Vice Chairman and Director
Timothy J. Rigas........................     42     Vice Chairman, Chief Financial Officer, Treasurer and Director
Daniel R. Milliard......................     51     President, Chief Operating Officer, Secretary and Director
Charles R. Drenning.....................     53     Senior Vice President, Engineering Operations and Director
Paul D. Fajerski........................     49     Senior Vice President, Carrier Sales and Director
Randolph S. Fowler......................     46     Senior Vice President, Business Development, Business
                                                        Operations and Regulatory Affairs and Director

Non-Officer Directors
Pete J. Metros..........................     58     Director
James L. Gray...........................     63     Director

</TABLE>

Executive Officers

         John J. Rigas is the Chairman of the Board of the Company. He also is
the founder, Chairman, Chief Executive Officer and President of Adelphia
Communications Corporation ("Adelphia"). Mr. Rigas has owned and operated cable
television systems since 1952. Among his business and community service
activities, Mr. Rigas is Chairman of the Board of Directors of Citizens Bank
Corp., Inc., Coudersport, Pennsylvania and a member of the Board of Directors of
the Charles Cole Memorial Hospital. He is a director of the National Cable
Television Association and a member of its Pioneer Association and a past
President of the Pennsylvania Cable Television Association. He is also a member
of the Board of Directors of C-SPAN and the Cable Advertising Bureau, and is a
Trustee of St. Bonaventure University. He graduated from Rensselaer Polytechnic
Institute with a B.S. in Management Engineering in 1950.

         John J.  Rigas is the  father of Michael J.  Rigas,  Timothy  J.  Rigas
and James P. Rigas, each of whom currently serves as a director and executive
officer of the Company.

         James P. Rigas is Vice Chairman, Chief Executive Officer and a Director
of the Company, Executive Vice President, Strategic Planning and a Director of
Adelphia and a Vice President and Director of Adelphia's other subsidiaries. He
has been with Adelphia since 1986. Mr. Rigas graduated from Harvard University
(magna cum laude) in 1980 and received a Juris Doctor degree and an M.A. degree
in Economics from Stanford University in 1984. From June 1984 to February 1986,
he was a consultant with Bain & Co., a management consulting firm.

         Michael J. Rigas is Vice Chairman and a Director of the Company,
Executive Vice President, Operations and a Director of Adelphia and a Vice
President and Director of Adelphia's other subsidiaries. He has been with
Adelphia since 1981. From 1979 to 1981, he worked for Webster, Chamberlain &
Bean, a Washington, D.C. law firm. Mr. Rigas graduated from Harvard University
(magna cum laude) in 1976 and received his Juris Doctor degree from Harvard Law
School in 1979.

         Timothy J. Rigas is Vice Chairman, Chief Financial Officer, Treasurer
and a Director of the Company, Executive Vice President, Chief Accounting
Officer, Treasurer and a Director of Adelphia, and a Vice President and Director
of Adelphia's other subsidiaries. He has been with Adelphia since 1979. Mr.
Rigas graduated from the University of Pennsylvania, Wharton School, with a B.S.
degree in Economics (cum laude) in 1978.

         Daniel R. Milliard is President, Chief Operating Officer, Secretary and
a Director of the Company, and Senior Vice President and Secretary and a
Director of Adelphia and its other subsidiaries. Mr. Milliard currently spends
substantially all of his time on concerns of the Company. He has been with
Adelphia since 1982. He served as outside general counsel to Adelphia's
predecessors from 1979 to 1982. Mr. Milliard graduated from American University
in 1970 with a B.S. degree in Business Administration. He received an M.A.
degree in Business from Central Missouri State University in 1971, where he was
an Instructor in the Department of Finance, School of Business and Economics,
from 1971-73, and received his Juris Doctor degree from the University of Tulsa
School of Law in 1976. He is a member of the Board of Directors of Citizens Bank
Corp., Inc. in Coudersport, Pennsylvania and is President of the Board of
Directors of the Charles Cole Memorial Hospital.

         Charles R. Drenning has served as Senior Vice President, Engineering
Operations effective October 1996, and has been a Director of the Company since
October 1991. Prior to joining Hyperion as Vice President, Engineering
Operations in October 1991, Mr. Drenning was a District Sales manager for Penn
Access Corporation. In addition, he has over 22 years experience with AT&T and
the Bell System, where he served in a number of executive level positions in
sales and marketing, accounting, data processing, research and development, and
strategic planning. Mr. Drenning began his career with AT&T as a member of the
technical staff of Bell Laboratories in Columbus, Ohio. His seven years of
research work at the laboratories included both hardware and software
development for central office switching equipment. Mr. Drenning holds a B.S. in
Electrical Engineering and an M.S. in Computer Information Science from Ohio
State University. He is a member of the Pennsylvania Technical Institute and
IEEE.

         Paul D. Fajerski has served as Senior Vice President, Carrier Sales
effective September 1997, having previously served as a Senior Vice President,
Marketing and Sales since October 1996. He has been a Director of the Company
since October 1991. Prior to joining Hyperion as Vice President, Marketing and
Sales in October 1991, Mr. Fajerski was a District Sales Manager for Penn Access
Corporation, a competitive access provider in Pittsburgh, Pennsylvania. In
addition, he has over 13 years experience with AT&T and the Bell System where he
served in a number of executive level positions in sales and marketing. Mr.
Fajerski holds a B.S. in Business Administration from the College of
Steubenville.

         Randolph S. Fowler has served as Senior Vice President, Business
Development, Business Operations and Regulatory Affairs effective October 1996,
and has been a Director of the Company since October 1991. Prior to joining
Hyperion as Vice President, Business Development and Regulatory Affairs in
October 1991, Mr. Fowler was Vice President of Marketing for Penn Access
Corporation, a competitive access provider in Pittsburgh, Pennsylvania. He
previously served for four years as Director of Technology Transfer and
Commercial Use of Space in two NASA-sponsored technology transfer programs. In
addition, he has over 17 years experience with AT&T and the Bell System, where
he served in a number of executive level positions in sales and marketing,
operations, human resources, business controls, and strategy development. Mr.
Fowler holds a B.S. in Business Administration from the University of
Pittsburgh. He has developed and taught courses in Marketing, Network
Management, and Regulation for the University of Pittsburgh's Graduate Program
in Telecommunications.

Non-Officer Directors

         Pete J. Metros became a director of Hyperion on April 1, 1997. Mr.
Metros has been President and a member of the Board of Directors of Rapistan
Demag Corporation, a subsidiary of Mannesmann AG, since December 1991. From
August 1987 to December 1991, he was President of Rapistan Corp., the
predecessor of Rapistan Demag Corporation, and of Truck Products Corp., both of
which were major subsidiaries of Lear Siegler Holdings Corp. From 1980 to August
1987, Mr. Metros was President of the Steam Turbine, Motor & Generator Division
of Dresser-Rand Company. From 1964 to 1980, he held various positions at the
General Electric Company, the last of which was Manager--Manufacturing for the
Large Gas Turbine Division. Mr. Metros is also on the Board of Directors of
Borroughs Corporation of Kalamazoo, Michigan. Mr. Metros has served as a
director of Adelphia Communications Corporation since 1986 and received a BS
degree from the Georgia Institute of Technology in 1962.

         James L. Gray became a director of Hyperion on April 1, 1997. Mr. Gray
has been chairman & CEO of PRIMESTAR Partners since January 1995. Mr. Gray has
more than 20 years of experience in the telecommunications, cable and satellite
industries. He joined Warner Cable in 1974, and advanced through several
division operating posts prior to being named president of Warner Cable in 1986.
In 1992, after the merger of Time Inc. and Warner Communications, Mr. Gray was
appointed vice chairman of Time Warner Cable where he served until his
retirement in 1993. Mr. Gray has served on the boards of several
telecommunications companies and associations, including the National Cable
Television Association, where he served as a director from 1986 to 1992, and
Turner Broadcasting System, where he served as a director from 1987 to 1991. He
also served as chairman of the executive committee and director of C-SPAN and as
a director of E! Entertainment Television, Cable in the Classroom and the Walter
Kaitz Foundation. Beginning in 1992, Mr. Gray began serving on PRIMESTAR's board
of directors. Since 1995, Mr. Gray has served as a director of Sea Pines
Associates, Inc. Mr. Gray received a bachelor's degree from Kent State
University in Kent, Ohio and a master's degree in business administration (MBA)
from the State University of New York at Buffalo.

 Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires the Company's
directors, executive officers and persons who beneficially own more than ten
percent of a class of the Company's registered equity securities to file with
the Securities and Exchange Commission and deliver to the Company initial
reports of ownership and reports of changes in ownership of such registered
equity securities.


         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, the Company's directors, executive officers and more than
ten percent stockholders filed on a timely basis all reports due under Section
16(a) for the period from April 1, 1997 through March 31, 1998.


Item 11. Executive Compensation

Summary Compensation Table

         The following table sets forth certain information regarding
compensation paid by the Company for services rendered during the Company's last
three fiscal years in the period ended March 31, 1998 to the Company's Chief
Executive Officer and the four most highly compensated executive officers whose
compensation exceeded $100,000 in salary and bonus during Fiscal 1998: 
<TABLE>
<CAPTION>


                                                                   Annual Compensation
                                                                                            Long Term
                                                                                          Compensation
                                                     Fiscal                             Restricted Stock         All Other
Name and Principal Position(a)                         Year       Salary      Bonus           Awards          Compensation(e)

<S>                                                    <C>       <C>      <C>          <C>                  <C>
Daniel R. Milliard(b).............................     1998      $229,810 $      ---   $   27,000(c)        $  5,340(f)
   President, Chief Operating Officer and Secretary    1997       238,863     75,000      156,000(d)           5,340(f)
   Secretary                                           1996       207,474        ---          ---              5,350(f)

Charles R. Drenning...............................     1998      $167,712    $30,000          ---           $ 93,000(g)
    Senior Vice President                              1997       167,712     12,500          ---             46,475(g)
                                                       1996       139,982     25,000          ---                ---

Paul D. Fajerski..................................     1998      $167,712    $30,000          ---           $ 93,000(g)
   Senior Vice President                               1997       167,712     12,500          ---             46,475(g)
                                                       1996       139,982     25,000          ---                ---

Randolph S. Fowler................................     1998      $167,712    $30,000          ---           $ 93,000(g)
   Senior Vice President                               1997       167,712     12,500          ---             46,475(g)
                                                       1996       139,982     25,000          ---                ---
------------
<FN>
(a)  James P. Rigas, Michael J. Rigas and Timothy J. Rigas are not employed by
     the Company, and the Company does not reimburse Adelphia for the services
     they provide to the Company, although the Company does make payments for
     shared corporate overhead services to Adelphia pursuant to a Management
     Services Agreement.


(b)  During the periods presented through March 4, 1997, Daniel R. Milliard was
     not employed by the Company, but was compensated by Adelphia for his
     services to the Company pursuant to an employment agreement with Adelphia.
     During such periods, the Company reimbursed Adelphia for Mr. Milliard's
     base salary, insurance premium payments and other benefits paid by
     Adelphia. On March 4, 1997, the Company entered into an employment
     agreement with Mr. Milliard.


(c)  Mr. Milliard was granted a restricted stock bonus award under the 1996 plan
     for 58,500 shares of Class A Common Stock pursuant to his employment
     agreement on April 1, 1997. The 58,500 shares are not subject to vesting,
     will participate in any dividends, and had a value of approximately $27,000
     as of April 1, 1997.


(d)  Mr. Milliard was granted a restricted stock bonus award under the 1996 plan
     for 338,000 shares of Class A Common Stock pursuant to his employment
     agreement on March 4, 1997. The 338,000 shares are not subject to vesting,
     will participate in any dividends, and had a value of approximately
     $156,000 as of March 4, 1997.


(e)  Does not include the value of certain non-cash compensation to the named
     individuals which did not exceed the lesser of $50,000 or 10% of such
     individuals' total annual salary shown in the table.


(f)  Fiscal 1998, 1997 and 1996 amounts include (i) life insurance premiums paid
     during each respective fiscal year pursuant to the employment agreement of
     Daniel R. Milliard with Adelphia, in the premium payment amounts of $4,590
     during Fiscal 1998 and Fiscal 1997 and $4,600 during Fiscal 1996, on
     policies owned by Mr. Milliard and (ii) $750 in matching contributions for
     Mr. Milliard under Adelphia's 401(k) savings plan for each of Fiscal 1998,
     1997 and 1996.


(g)  Amounts represent interest accrued during Fiscal 1998 and Fiscal 1997 in
     connection with certain loans with the Company which were repaid by the
     named individuals in May 1998. See Item 13. "Certain Relationships and
     Related Transactions."
</FN>
</TABLE>


Long-Term Incentive Compensation Plan

         The Company's 1996 Long-Term Incentive Compensation Plan (the "1996
Plan") provides for the grant of options which qualify as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), options which do not so qualify, share awards (with or
without restrictions on vesting), stock appreciation rights and stock equivalent
or phantom units. The number of shares of Class A Common Stock available for the
issuance of such options, awards, rights and phantom stock units under the 1996
Plan was initially 5,687,500. Such number is to increase each year by a number
of shares equal to one percent (1%) of outstanding shares of all classes of
Common Stock, up to a maximum of 8,125,000 shares. Options, awards and units may
be granted under the 1996 Plan to directors, officers, employees and
consultants. The purposes of the 1996 Plan are to encourage ownership of the
Class A Common Stock by directors, executive officers, employees and
consultants; to induce them to remain employed or involved with the Company; and
to provide additional incentive for such persons to promote the success of the
Company. Any shares subject to the Plan in excess of 3,250,000 shares will
require the consent of the Management Stockholders (as defined below) under the
Plan. Through April 1, 1998, no stock options, stock awards, stock appreciation
rights or phantom stock units have been granted under the Plan, except for
455,000 shares of Class A Common Stock issued to Mr. Milliard pursuant to his
employment agreement discussed below, of which 338,000 shares were issued on
March 4, 1997 and 58,500 shares were issued on each of April 1, 1997 and April
1, 1998 as stock bonuses pursuant to such agreement.

Employment Contracts

         The Company and Mr. Milliard have entered into an employment agreement
which provides for his employment as President and Chief Operating Officer of
the Company. The agreement includes the following provisions: (i) a base salary
of at least $230,000, to be increased from time to time to be comparable to
salaries paid by comparable companies for comparable positions, (ii) an annual
cash bonus, subject to achievement of certain benchmarks, of up to 50% of base
salary, (iii) a stock bonus of 338,000 shares of Class A Common Stock, stock
options to purchase 81,250 shares of Class A Common Stock at fair market value
of the Class A Common Stock on the date of issuance of such options, such
options to be granted on April 1 of each fiscal year through Fiscal 2001 and the
ability to receive, upon attainment of certain benchmarks, stock options to
purchase 81,250 shares of Class A Common Stock with an exercise price equal to
the fair market value of the Class A Common Stock on the date of issuance of
such options, such options to be granted during fiscal 1997 and each of the next
four fiscal years; provided, that until an initial public offering of the Class
A Common Stock is completed, the Company shall grant stock bonuses in lieu of
any stock options required to be granted under the employment agreement, such
stock bonuses to be in an amount equal to 72% of the shares of Class A Common
Stock that would have been covered by said options, (iv) a cash bonus of
$75,000, a portion of which will be used to repay outstanding loans to Adelphia,
and (v) certain employee benefits. It is expected that all such stock options
will be granted under the 1996 Plan. The initial term of the proposed employment
agreement expires on March 31, 2001, unless terminated earlier for cause (as
defined therein) or due to death or disability. The agreement also provides that
upon a change-in-control (as defined therein) of the Company, the obligations
under the agreement, if not assumed, would be canceled in exchange for a payment
by the Company equal to the remaining base salary and options required to be
granted under the initial term of the agreement. The employment agreement also
contains provisions with respect to confidentiality, non-competition and
non-solicitation of customers, suppliers and employees. Mr. Milliard will
continue to serve as a director, senior vice president and secretary of
Adelphia, although he will receive no additional compensation for serving in
such capacities.

         Each of Messrs. Drenning, Fajerski and Fowler (the "Management
Stockholders") have employment agreements with the Company which expire on
October 20, 1998. The employment agreements provide for base salary, bonuses and
benefits, and contain noncompetition and nondisclosure provisions. The
employment agreements also provide for base pay and bonuses to be paid to each
Management Stockholder that are comparable to industry average base pay and
bonuses paid by comparable companies for comparable positions.

Compensation Committee Interlocks and Insider Participation

     James Gray and Pete Metros  serve as members of the  newly-appointed  
Compensation Committee of the Board of Directors. Neither Mr. Gray nor Mr.
Metros is or has been an officer or employee of the Company. During Fiscal 1998,
the Company's Board of Directors did not have a Compensation Committee.
Consequently, all Directors participated in deliberations concerning executive
officer compensation, including decisions relative to their own compensation.
See "Certain Relationships and Related Transactions."

Board of Directors Compensation

         Directors who are not also employees of the Company each receive
compensation from the Company for services as a director at a rate of $750 plus
reimbursement of expenses for each Board and committee meeting attended.
Directors who are employees of the Company do not receive any compensation for
services as a director or as a member of Board committees.



<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of the
Company's Class A Common Stock and Class B Common Stock as of June 24, 1998 by
(i) each person known by the Company to be a beneficial owner of more than 5% of
either the Class A Common Stock or Class B Common Stock, (ii) the directors and
executive officers and (iii) all directors and executive officers as a group. As
of June 24, 1998, there were 21,605,896 shares of Class A Common Sock
outstanding and 33,007,007 shares of Class B Common Stock outstanding.

<TABLE>
<CAPTION>
                                                                                                           Total
                                                              Class A                Class B            Common Stock
                                                           Common Stock           Common Stock               (%)
<S>                                                        <C>                    <C>                        <C>
Adelphia Communications Corporation (a)..............      6,966,667(b)(c)        29,125,066                 66.1%
John J. Rigas (a)....................................           --                     --                     --
James P. Rigas (a)...................................           --                     --                     --
Michael J. Rigas (a).................................           --                     --                     --
Timothy J. Rigas (a).................................           --                     --                     --
Daniel R. Milliard...................................        465,000(d)                --                    0.9%
Charles R. Drenning (e)..............................         (b)(c)                1,124,978                2.1%
Paul D. Fajerski (e).................................         (b)(c)                1,106,375                2.0%
Randolph S. Fowler (e)...............................         (b)(c)                1,124,978                2.1%
Pete J. Metros.......................................           300                    --                     --
James L. Gray........................................         1,500                    --                     --
All executive officers and directors as a group
(ten persons)(a).....................................      7,433,467(f)           32,481,397(f)              73.1%
<FN>

(a)      The business address of Adelphia Communications Corporation is Main at
         Water Street, Coudersport, PA 16915. In their capacity as executive
         officers of Adelphia, the following persons share or may be deemed to
         share voting and dispositive power over the shares of Common Stock
         owned by Adelphia, subject to the discretion of the Board of Directors
         of Adelphia: John J. Rigas, Michael J. Rigas, Timothy J.
         Rigas, James P. Rigas and Daniel R. Milliard.

(b)      Each share of Class B Common Stock is convertible at any time at the
         option of the holder into an equal number of shares of Class A Common
         Stock. Holders of Class A Common Stock are entitled to one vote per
         share and holders of Class B Common Stock are entitled to 10 votes per
         share on all matters submitted to a vote of stockholders.

(c)      The information presented reflects only shares of Class A Common Stock
         held directly by Adelphia and does not include (i) shares of Class B
         Common Stock convertible into Class A Common Stock or (ii) 1,621,501
         shares of Class A Common Stock issuable under warrants held by
         Adelphia. Assuming the conversion of all Class B Common Stock held by
         Adelphia into Class A Common Stock and the exercise of all such
         warrants, Adelphia would beneficially own 72.0% of the Class A Common
         Stock as of such date.

(d)      Mr. Milliard shares voting and investment power over 10,000 of such 
         shares with his spouse.

(e)      The business address of each such holder is DDI Plaza Two, 500 Thomas
         Street, Suite 400, Bridgeville, PA 15017-2838. Includes with respect to
         (i) Mr. Drenning, an aggregate of 260,000 shares of Class B Common
         Stock held in trust for the benefit of Mr. Drenning's children for
         which his spouse serves as co-trustee and as to which shares Mr.
         Drenning has neither the power to dispose nor the power to vote; and
         (ii) Mr. Fajerski, an aggregate of 260,000 shares held in trust for the
         benefit of Mr. Fajerski's children for which his spouse serves as
         co-trustee and as to which shares Mr. Fajerski has neither the power to
         dispose nor the power to vote.

(f)      The information presented includes 6,966,667 shares of Class A Common
         Stock and 29,125,066 shares of Class B Common Stock held by Adelphia,
         for which the following executive officers and directors of the Company
         share or may be deemed to share voting and dispositive power over the
         shares, subject to the discretion of the Board of Directors of
         Adelphia: John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P.
         Rigas and Daniel R. Milliard. The information presented excludes
         1,621,501 shares of Class A Common Stock issuable under warrants held
         by Adelphia.
</FN>
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During Fiscal 1998, the Company had outstanding to Adelphia an
unsecured subordinated note due April 16, 2003 (the "Adelphia Note") that
accrued interest at an annual rate of 16.5% and was subordinated to the senior
notes of the Company. Interest on the Adelphia Note was payable quarterly in
cash, through the issuance of identical subordinated notes or in any combination
thereof, at the option of the Company. Interest expense payable to Adelphia
during Fiscal 1998 was approximately $6.0 million. On March 31, 1998,
approximately $35.9 million in principal and accrued interest on the Adelphia
Note was outstanding.

         Messrs. Drenning, Fajerski and Fowler (the "Management Stockholders")
together held approximately 11% of the Company's outstanding Common Stock prior
to the Company's initial public offering (the "IPO") on May 8, 1998, and were
parties to a shareholder agreement, as amended ("Shareholder Agreement") with
Adelphia. The Shareholder Agreement provided, among other things, (i) that upon
the earlier of (a) the termination of employment of any Management Stockholder
or (b) after October 7, 1998, such Management Stockholder may put his shares to
Adelphia for fair market value, unless such put rights are terminated as a
result of the registration of the Company's Common Stock under the Securities
Act and (ii) for certain buy/sell and termination rights and duties among
Adelphia and the Management Stockholders. The Shareholder Agreement terminated
upon the completion of the Company's IPO on May 8, 1998. Adelphia has also
agreed to vote its shares in the Company to elect each Management Stockholder to
the Board of Directors of the Company so long as such person is both an employee
and a stockholder of the Company.

         The Company also entered into Term Loan and Stock Pledge Agreements
("Loan Agreements") with each of the Management Stockholders. Pursuant to the
Loan Agreements, each Management Stockholder borrowed $1 million from the
Company. Each of these loans accrued interest at the average rate at which the
Company can invest cash on a short-term basis, is secured by a pledge of the
borrower's Common Stock in the Company, and matured upon the completion of the
Company's IPO. Each Loan Agreement also provided that any interest accruing on a
loan from the date six months after the date of such loan shall be offset by a
bonus payment which shall be paid when principal and interest thereon are due
and which shall include additional amounts to pay income taxes applicable to
such bonus payment. On May 8, 1998, the Management Stockholders each repaid
their loan through proceeds from the sale of 66,667 shares of Class B Common
Stock to Adelphia.

         The Company and the Management Stockholders have entered into a
registration rights agreement, as amended whereby the Company has agreed to
provide the Management Stockholders with one collective demand registration
right relating to the Common Stock owned by them or certain permitted
transferees. Such demand registration right may be exercised beginning six
months after the completion of the Company's IPO and terminated upon the earlier
of (i) the sale or disposition of all of such Common Stock, (ii) the date on
which all such shares of Common Stock become freely tradable pursuant to Rule
144 or (iii) twelve months after the effectiveness of the demand registration
statement.

         The Company and Adelphia have entered into a registration rights
agreement, as amended whereby the Company has agreed to provide to Adelphia and
certain permitted transferees, with respect to Common Stock owned by them, two
demand registration rights per year under certain conditions, including that any
such demand be with respect to shares with a minimum of $10 million in market
value, and with certain piggyback registration rights in future public offerings
of the Common Stock. Adelphia's demand registration rights terminate at such
time as Adelphia ceases to hold at least $10 million in market value of Common
Stock.

         During Fiscal 1998, the Company incurred charges from Adelphia of
approximately $1.7 million for the provision to the Company of shared corporate
overhead services in areas such as personnel, payroll, management information
services, shared use of office, aircraft and network facilities and support
equipment. The Company expects that charges for the provision of similar
services by Adelphia to the Company, or by the Company to Adelphia, will
continue to be incurred or charged by the Company in the future. The
transactions related to the provision of these services have been based on
allocation of Adelphia's incremental costs incurred for these services, and do
not necessarily represent the actual costs that would be incurred if the Company
was to secure such services on its own or the costs which would be charged on a
pro-rata allocation of such costs under the Management Services Agreement
between the Company and Adelphia dated April 10, 1998, with respect to shared
corporate overhead service. During Fiscal 1998, the Company paid Adelphia or
certain of Adelphia's affiliates, fiber lease payments of approximately $0.05
million.

         On May 8, 1998, in connection with the IPO, the Company (i) issued and
sold an additional 3,324,001 shares of Class A Common Stock to Adelphia at a
purchase price of $15.00 per share (the public offering price less the
underwriting discount, or an aggregate of approximately $49.9 million) and (ii)
issued 3,642,666 shares of Class A Common Stock to Adelphia in exchange for
certain of the Company's indebtedness (including the Adelphia Note at fair
market value) and payables owed to Adelphia at a purchase price of $15.00 per
share (the public offering price less the underwriting discount, or an aggregate
of $54.6 million). Also on May 8, 1998, in connection with the resolution of the
number of warrants to be issued to MCImetro Access Transmission Services, Inc.
("MCI") pursuant to a prior agreement between MCI and the Company, (i) Adelphia
purchased from MCI warrants with a three-year term to purchase an aggregate of
1,421,501 shares of Class A Common Stock at $6.15 per share, at a purchase price
per share paid by Adelphia to MCI of $8.85 per share (of which warrants to
purchase 8,975 of such shares were issued on June 5, 1998), (ii) the Company
issued a three-year warrant to Adelphia to acquire 200,000 shares of Class A
Common Stock at $16.00 per share, and (iii) the Company paid Adelphia a fee of
$0.5 million.

         In April 1998 and in recognition for valuable past service to the
Company and as an incentive for future services, the Company authorized the
issuance under the 1996 Plan to each of John J. Rigas, Michael J. Rigas, Timothy
J. Rigas and James P. Rigas of (i) stock options (the "Rigas Options") covering
100,000 shares of Class A Common Stock, which options will vest in equal
one-third amounts on the third, fourth and fifth year anniversaries of grant
(vesting conditioned on continued service as an employee or director) and which
shall be exercisable at the initial public offering price for the IPO and (ii)
phantom stock awards covering 100,000 shares of Class A Common Stock, which
phantom awards will vest in equal one-third amounts on the third, fourth and
fifth year anniversaries of grant (vesting conditioned on continued service as
an employee or director). Also in April 1998, pursuant to an existing agreement,
the Company authorized the issuance under the 1996 Plan to each of Messrs.
Drenning, Fajerski and Fowler of stock options covering 13,047 shares of Class A
Common Stock with exercise price and vesting terms identical to the Rigas
Options.