SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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


__X_ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from April 1, 1998 to December
31, 1998

                        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 May 21, 1999 was $303.1 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 May 21, 1999, 22,393,821 shares of Class A Common Stock, par value $0.01, and
32,300,041 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.


<PAGE>




         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Transition Report on Form 10-K for
the nine months ended December 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 has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                               HYPERION TELECOMMUNICATIONS, INC.




June 30, 1999                       By:   /s/ Edward E. Babcock Jr.
                                          Edward E. Babcock Jr.
                                          Vice President, Finance and Chief
                                          Accounting 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.


 Directors and Executive Officers

         The directors and executive officers of the Company are:
<TABLE>

Name                                         Age    Position
Executive Officers and Directors
<S>                                          <C>    <C>
John J. Rigas...........................     74     Chairman and Director
James P. Rigas..........................     41     Vice Chairman, Chief Executive Officer, Chief Operating
                                                       Officer and Director
Michael J. Rigas........................     45     Vice Chairman and Director
Timothy J. Rigas........................     43     Vice Chairman, Chief Financial Officer, Treasurer and Director
Daniel R. Milliard......................     51     Vice Chairman, President, Secretary and Director

Non-Officer Directors
Pete J. Metros..........................     59     Director
James L. Gray...........................     64     Director
Randolph S. Fowler......................     47     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, Chief
Operating 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.
<PAGE>

         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, Vice Chairman, Secretary and a
Director  of the  Company,  having also served as Chief Operating Officer from
1996 to March 1999.  Mr. Milliard is also 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.

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.
<PAGE>

         Randolph S. Fowler served as Senior Vice President, Business
Development, Business Operations and Regulatory Affairs from October 1996 until
March 1999, 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.

 Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires the Company's
directors, 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, 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, 1998 through December 31, 1998, except that each of
Edward Babcock and James Rigas was late filing one report covering one
transaction, and Mr. Metros was late filing two reports each covering one
transaction.




<PAGE>



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 years ended
March 31, 1997 and 1998 and the nine and twelve months ended December 31, 1998
to the Company's Chief Executive Officer and the three executive officers whose
compensation exceeded $100,000 in salary and bonus during the nine months ended
December 31, 1998:


                                  Compensation
<TABLE>

                                                                                              Long Term
                                                                                            Compensation
Name and Principal Position(a)                                                               Restricted         All Other
                                                   Period (b)            Salary      Bonus    Stock Awards     Compensation(h)

<S>                                          <C>                        <C>        <C>          <C>                <C>
James P. Rigas(c)........................... 9 months ended 12/98       $171,003   $   ---      $     ---          $ 11,431(i)
   Chief Executive Officer                   12 months ended 12/98       229,385       ---            ---            11,431(i)
                                             12 months ended 3/98        213,011       ---            ---            11,410(i)
                                             12 months ended 3/97        206,857       ---            ---            11,410(i)

Daniel R. Milliard(d)....................... 9 months ended 12/98       $176,438   $   ---      $ 760,500(e)       $  5,340(j)
   President, Vice Chairman and Secretary    12 months ended 12/98       238,191       ---        760,500(e)          5,340(j)
                                             12 months ended 3/98        229,810       ---         27,000(f)          5,340(j)
                                             12 months ended 3/97        238,863    75,000        156,000(g)          5,340(j)

Charles R. Drenning......................... 9 months ended 12/98       $126,575   $50,000      $     ---          $ 10,000(k)
   Senior Vice President                     12 months ended 12/98       174,041    50,000            ---            33,400(k)
                                             12 months ended 3/98        167,712    30,000            ---            93,000(k)
                                             12 months ended 3/97        167,712    12,500            ---            46,475(k)

Randolph S. Fowler........................   9 months ended 12/98       $126,575   $50,000      $     ---          $ 10,000(k)
   Senior Vice President                     12 months ended 12/98       174,041    50,000            ---            33,400(k)
                                             12 months ended 3/98        167,712    30,000            ---            93,000(k)
                                             12 months ended 3/97        167,712    12,500            ---            46,475(k)
------------
<FN>
(a)  John J. Rigas, Michael J. Rigas and Timothy J. Rigas are not employed by
     the Company but are compensated by Adelphia for services to the Company
     pursuant to employment agreements with Adelphia. The Company does not
     reimburse Adelphia directly 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)  The twelve months ended December 31, 1998 includes three months
     compensation from the fiscal year ended March 31, 1998.


(c)  During the periods presented through December 31, 1998, James P. Rigas 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 did not directly reimburse Adelphia for
     Mr. Rigas' base salary, insurance premium payments and other benefits paid
     by Adelphia.  Effective January 1, 1999, the Company employed Mr. Rigas
     directly.


(d)  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.


(e)  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, 1998, the 58,500 shares are not subject to vesting,
     will participate in any dividends, and had a value of approximately
     $760,500 as of April 1, 1998. As of December 31, 1998, the 455,000
     aggregate shares of restricted stock bonus awards held by Mr. Milliard had
     a value of approximately $6,881,875.

<PAGE>

(f)  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.


(g)  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.


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


(i)  Nine and twelve months ended December 31, 1998 and fiscal years ended March
     31, 1998 and 1997 amounts include (i) life insurance premiums paid during
     each respective fiscal period pursuant to the employment agreement of James
     P. Rigas with Adelphia, in the premium payment amounts of $10,681 during
     the nine and twelve months ended December 31, 1998 and $10,660 during each
     of the fiscal years ended March 31, 1998 and 1997, on policies owned by Mr.
     Rigas and (ii) $750 in matching contributions for Mr. Rigas under
     Adelphia's 401(k) savings plan for the nine and twelve months ended
     December 31, 1998 and each of the fiscal years ended March 31, 1998 and
     1997.


(j)  Nine and twleve months ended December 31, 1998 and fiscal years ended March
     31, 1998 and 1997 amounts include (i) life insurance premiums paid during
     each respective fiscal period pursuant to the employment agreement of
     Daniel R. Milliard with Adelphia or the Company, in the premium payment
     amounts of $4,590 during each such period on policies owned by Mr. Milliard
     and (ii) $750 in matching contributions for Mr. Milliard under Adelphia's
     401(k) savings plan for the nine and twelve months ended December 31, 1998
     and each of the fiscal years ended March 31, 1998 and 1997.


(k)  Amounts represent interest accrued during (i) the period April 1, 1998 to
     May 8, 1998 for the nine months ended December 31, 1998, (ii) the period
     January 1, 1998 to May 8, 1998 for the twelve months ended December 31,
     1998 and (iii) each of the fiscal years ended March 31, 1998 and 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." As of April 1999, Mr. Fowler and Mr. Drenning were
     no longer officers or employees of the Company.
</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 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
option shares subject to the 1996 Plan in excess of 3,250,000 shares may require
the consent of certain former management stockholders. In April 1998, the
Company authorized the granting of certain stock awards and stock options to
certain executive officers of the Company. See Item 13, "Certain Relationships
and Related Transactions."

Employment Contracts

         The Company and Mr. Milliard are parties to an employment agreement
which provides for his employment as President 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

<PAGE>

stock on the date of issuance of such options, such options to be granted on
April 1 of each fiscal year through March 31, 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; except,
that prior to the Company's May 1998 public offering of Class A common stock,
the Company granted stock bonuses in lieu of any stock options required to be
granted under the employment agreement, such stock bonuses being 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 was used to
repay outstanding loans to Adelphia, and (v) certain employee benefits. It is
expected that all such stock options or stock bonuses will be granted under the
1996 Plan. The initial term of the 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 continues to serve as a director, senior vice
president and secretary of Adelphia, although he receives no additional
compensation for serving in such capacities.

         Each of Messrs. Drenning and Fowler had employment agreements with the
Company which expired on October 20, 1998. The employment agreements provided
for base salary, bonuses and benefits, and contained noncompetition and
nondisclosure provisions. The employment agreements also provided for base pay
and bonuses to be paid to each of them 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 Compensation Committee
of the Board of Directors.  Neither Mr. Gray nor Mr. Metros is or has been an
officer or employee of the Company.

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 May 21, 1999 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 May 21, 1999, there were 22,393,821 shares of Class A common stock
outstanding and 32,300,041 shares of Class B common stock outstanding. Unless
otherwise indicated, each of the shareholders in the table has sole voting and
investment power with respect to the shares beneficially owned. <TABLE>

                                                                                                              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              66.0%
John J. Rigas (a)....................................           515,500                   --                   0.9%
James P. Rigas (a)...................................           542,500                   --                   1.0%
Michael J. Rigas (a).................................           502,500                   --                   0.9%
Timothy J. Rigas (a).................................           492,500                   --                   0.9%
Daniel R. Milliard...................................           576,250(d)                --                   1.1%
Randolph S. Fowler...................................             (b)                  1,124,978               2.1%
Pete J. Metros.......................................             3,000                   --                    --
James L. Gray........................................             5,000                   --                    --
All executive officers and directors as a group
(eight persons)(a)...................................         8,126,417(e)            30,250,044(e)           70.2%

Ardsley Advisory Partners
    646 Steamboat Road
    Greenwich, Connecticut  06836....................         1,485,000(f)                --                   2.7%
<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, James P. Rigas, Michael J. Rigas, Timothy
         J. Rigas and Daniel R. Milliard. Share amounts shown for John J. Rigas,
         James P. Rigas, Michael J. Rigas and Timothy J. Rigas each include
         492,500 of the same Class A common stock shares held by a Rigas family
         partnership in which each of them is a general partner.

(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 A
         common stock into which Class B common stock may be converted 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 71.0% of the Class A common
         stock as of such date.

(d)      Mr. Milliard shares voting and investment power over 40,000 of such
         shares with his spouse. The amount shown includes 81,250 shares subject
         to stock options granted on April 1, 1999 exercisable within 60 days
         from the date of this filing.

(e)      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, James P. Rigas, Michael J. Rigas, Timothy J.
         Rigas and Daniel R. Milliard. The information presented excludes
         1,621,501 shares of Class A common stock issuable under warrants held
         by Adelphia.
<PAGE>

(f)      According to a Schedule 13G, the named entity and Philip J. Hempleman,
         its managing partner, share or may be deemed to share voting and
         investment power over the shares shown, which represent 6.6% of the
         outstanding Class A common stock and all of which are held by
         discretionary accounts managed by them.
</FN>
</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the period April 1, 1998 to May 8, 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 the nine months ended December 31, 1998 was
approximately $0.7 million. As discussed below, on December 31, 1998, no amount
was outstanding on the Adelphia note. Also, during the nine months ended
December 31, 1998, the Company made advances to Adelphia periodically, for which
the Company earned interest totaling approximately $8.4 million. During the
period April 1, 1998 to December 31, 1998, the largest amount due from Adelphia
at the end of any quarter was approximately $212.3 million.

         Messrs. Drenning and Fowler and former officer Paul Fajerski (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. As of June 21, 1999, none of the Management Stockholders was an
employee of the Company

         The Company also had 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, was 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 are parties to 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.
<PAGE>

         During the nine months ended December 31, 1998, the Company incurred
charges from Adelphia of approximately $3.0 million for the provision to the
Company of shared corporate overhead services in areas such as personnel,
payroll, management information services, computer 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 the nine months
ended December 31, 1998, the Company (i) paid Adelphia or certain of Adelphia's
affiliates, fiber lease payments of approximately $0.1 million and (ii) paid to
entities owned by members of the Rigas family who are executive officers of the
Company approximately $1.0 million for property, plant and equipment and
services.

         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 (the "Rigas Grants") 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

<PAGE>

continued service as an employee or director). At December 31, 1998, no Rigas
Options or Rigas Grants have been granted. Also in April 1998, pursuant to an
existing agreement, the Company authorized the issuance under the 1996 Plan to
each of Messrs. Drenning 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. As of June 21, 1999, the only Management Stockholder who was an
employee or director was Mr. Fowler.

         On March 2, 1999, Highland Holdings, a partnership owned by the Rigas
family, purchased directly from the Company $100 million aggregate principal
amount of the Company's 12% Senior Subordinated Notes due 2007 at a purchase
price equal to the principal amount less the discount to the initial purchasers
of the other $200 million of such notes sold on that date.