UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[x]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1999

                                       OR

[ ]    TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15 (d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _________to_________

       Commission file numbers:  333-36519 and 333-36519-01 and 333-75567-01

                          FrontierVision Holdings, L.P.
                  FrontierVision Holdings Capital Corporation*
                 FrontierVision Holdings Capital II Corporation*
           (Exact names of Registrants as specified in their charters)

                  Delaware                              84-1432334
                  Delaware                              84-1432976
                  Delaware                              84-1481765
       (States or other jurisdiction       (IRS Employer Identification Numbers)
     of incorporation or organization)

             1777 South Harrison Street,
            Suite P-200, Denver, Colorado                  80210
      (Address of principal executive offices)           (Zip Code)

                                 (303) 757-1588
              (Registrants' telephone number, including area code)

         Indicate  by check  mark  whether  the  Registrants  (1) have 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
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days.

                           Yes [x]**                            No [ ]

         Number of shares of common  stock of  FrontierVision  Holdings  Capital
Corporation and FrontierVision Holdings Capital II Corporation outstanding as of
August 13, 1999: 100 and 100, respectively.

*        FrontierVision Holdings Capital Corporation and FrontierVision Holdings
         Capital  II  Corporation  meet the  conditions  set  forth  in  General
         Instruction  H(1)(a) and (b) to the Form 10-Q and are therefore  filing
         with the reduced disclosure format.

**       FrontierVision  Holdings Capital II Corporation has been subject to the
         filing requirements of section 15(d) since April 22, 1999.


<PAGE>


                          FRONTIERVISION HOLDINGS, L.P.
                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                    FORM 10-Q


                       FOR THE QUARTER ENDED JUNE 30, 1999


                                      INDEX

<TABLE>

PART I.  Financial Information                                                                      PAGE

       Item 1.    Consolidated Financial Statements of FrontierVision Holdings,
<S>                                                                                                       <C>
                  L.P. and Subsidiaries....................................................................3
                  Notes to Consolidated Financial Statements...............................................7

                  Balance Sheet of FrontierVision Holdings Capital Corporation.............................17
                  Note to the Balance Sheet ...............................................................18

                  Balance Sheet of FrontierVision Holdings Capital II Corporation..........................19
                  Note to the Balance Sheet................................................................20

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of Operations.........................................21

PART II.          Other Information........................................................................30
</TABLE>




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  In Thousands


<TABLE>

                                                                            -------------------------------------
                                                                               June 30,            December 31,
                                                                                 1999                  1998
                                                                            ----------------       --------------
                                                                              (Unaudited)
                                   ASSETS
<S>                                                                          <C>                    <C>
  Cash and cash equivalents                                                  $      6,266           $     5,091
  Accounts receivable, net of allowance for doubtful accounts
      of $825 and $666                                                             13,024                13,602
  Other receivables                                                                   560                   174
  Prepaid expenses and other                                                        3,407                 4,046
  Investment in cable television systems, net:
      Property and equipment                                                      363,434               342,754
      Franchise cost and other intangible assets                                  801,959               820,524
                                                                             ------------           -----------
         Total investment in cable television systems, net                      1,165,393             1,163,278
                                                                             ------------           -----------
  Deferred financing costs, net                                                    22,700                24,080
  Earnest money deposits                                                                -                   150
                                                                             ------------           -----------
         Total assets                                                        $  1,211,350           $ 1,210,421
                                                                             ============           ===========

                      LIABILITIES AND PARTNERS' CAPITAL
  Accounts payable                                                           $     11,250           $    18,233
  Accrued liabilities                                                              14,561                17,169
  Due to Adelphia                                                                  20,556                     -
  Subscriber prepayments and deposits                                               3,191                 3,312
  Accrued interest payable                                                          9,590                 9,547
  Deferred Income Taxes                                                            10,469                11,856
  Debt                                                                          1,142,826             1,121,142
                                                                             ------------           -----------
       Total liabilities                                                        1,212,443             1,181,259
                                                                             ------------           -----------

  Partners' capital:
      FrontierVision Partners, L.P.                                                (1,092)               29,133
      FrontierVision Holdings, LLC                                                     (1)                   29
                                                                             ------------           -----------
         Total partners' capital                                                   (1,093)               29,162
  Commitments
                                                                             ------------           -----------
         Total liabilities and partners' capital                             $  1,211,350           $ 1,210,421
                                                                             ============           ===========
</TABLE>






          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>


                  FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                  In Thousands


<TABLE>

                                               -----------------------------------------------------------------------
                                                For the Three     For the Three     For the Six        For the Six
                                                 Months Ended     Months Ended      Months Ended      Months Ended
                                                   June 30,         June 30,          June 30,          June 30,
                                                     1999             1998              1999              1998
                                               ---------------- ----------------- ---------------- ------------------


<S>                                                <C>              <C>              <C>               <C>
Revenue                                            $   74,296       $    59,776      $   146,713       $    113,595
Expenses:
    Operating expenses                                 40,657            30,396           78,550             58,089
    Corporate administrative expenses                   1,629             1,945            3,369              3,511
    Depreciation and amortization                      31,784            27,140           62,103             50,909
    Storm related costs                                     -                -                 -                705
                                                   ----------       -----------      -----------       ------------
        Total expenses                                 74,070            59,481          144,022            113,214
                                                   ----------       -----------      -----------       ------------
Operating income                                          226               295            2,691                381
Interest expense, net                                 (27,177)          (21,457)         (52,552)           (41,379)
Other expense                                           7,542                (2)           9,180                 (2)
                                                   ----------       -----------      -----------       ------------
Net loss before income tax benefit                    (19,409)          (21,164)         (40,681)           (41,000)
Income tax benefit                                        692                 -            1,387                  -
                                                   ----------       -----------      -----------       ------------
Net loss                                           $  (18,717)      $   (21,164)     $   (39,294)      $    (41,000)
                                                   ==========       ===========      ===========       ============

Net loss allocated to:
        FrontierVision Holdings, L.P.
            (General Partner)                      $  (18,698)      $   (21,142)     $   (39,255)      $    (40,959)
        FrontierVision Operating Partners, Inc.
            (Limited Partner)                             (19)              (22)             (39)               (41)
                                                   ----------       -----------      -----------       ------------
                                                   $  (18,717)      $   (21,164)     $   (39,294)      $    (41,000)
                                                   ==========       ===========      ===========       ============

</TABLE>

















          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                                  In Thousands



<TABLE>
                                                      --------------------------------------------------------------
                                                         FrontierVision       FrontierVision
                                                         Partners, L.P.       Holdings, LLC
                                                       (General Partner)    (Limited Partner)          Total
                                                        ---------------      ---------------           -----
<S>                                                     <C>                      <C>               <C>
Balance, December 31, 1998                              $       29,133           $         29      $      29,162
     Net loss (Unaudited)                                      (39,255)                   (39)           (39,294)
     Capital contributions                                       9,030                      9              9,039
                                                         -------------           ------------      -------------
Balance, June 30, 1999                                  $       (1,092)          $         (1)     $      (1,093)
                                                        ==============           ============      =============
</TABLE>




































          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  In Thousands


<TABLE>

                                                                           -----------------------------------------
                                                                              For the Six           For the Six
                                                                              Months Ended          Months Ended
                                                                                June 30,              June 30,
                                                                                  1999                  1998
                                                                           -------------------   -------------------

Cash Flows From Operating Activities:
<S>                                                                                 <C>              <C>
      Net loss                                                                $ (39,294)             $ (41,000)
      Adjustments  to  reconcile  net  loss to net
          cash  flows  from  operating activities:
          Depreciation and amortization                                          62,103                 50,909
          Income tax benefit                                                     (1,387)                     -
          Gain on disposal of assets                                             (9,193)                     -
          Amortization of deferred debt issuance costs                            1,831                  1,305
          Accretion of interest on indebtedness                                  12,769                  9,363
          Changes in operating assets and liabilities, net of
              effect of acquisitions:
              Accounts receivable                                                (1,952)                   (78)
              Prepaid  expenses and other                                           713                    (56)
              Accounts payable, accrued liabilities and due to Adelphia          11,636                  7,768
              Subscriber prepayments and deposits                                  (116)                 1,393
              Accrued interest payable                                               43                    334
                                                                              ---------              ---------
                   Total adjustments                                             76,447                 70,938
                                                                              ---------              ---------
                   Net cash flows from operating activities                      37,153                 29,938
                                                                              ---------              ---------
Cash Flows From Investing Activities:
      Capital expenditures                                                      (46,930)               (23,274)
      Pending acquisition costs                                                       -                     (2)
      Cash paid for franchise costs                                                (388)                    (4)
      Earnest money deposits                                                          -                 (9,500)
      Proceeds from disposition of cable television assets                        5,228                      -
      Proceeds from disposition of real estate                                    1,470                      -
      Cash paid in acquisitions of cable television systems                     (12,861)               (68,758)
                                                                              ---------              ---------
                   Net cash flows from investing activities                     (53,481)              (101,538)
                                                                              ---------              ---------
Cash Flows From Financing Activities:
      Debt borrowings                                                            12,982                 78,000
      Debt payments                                                              (3,750)                     -
      Principal payments on capital lease obligations                              (317)                     -
      Increase in deferred financing fees                                           (64)                  (118)
      Offering costs related to Senior Subordinated Notes                           (22)                    (1)
      Offering costs related to Senior Discount Notes                              (365)                  (149)
      Partner capital contributions                                               9,039                      -
                                                                              ---------              ---------
                   Net cash flows from financing activities                      17,503                 77,732
                                                                              ---------              ---------
Net Increase in Cash and Cash Equivalents                                         1,175                  6,132
Cash and Cash Equivalents, beginning of period                                    5,091                  4,728
                                                                              ---------              ---------
Cash and Cash Equivalents, end of period                                      $   6,266              $  10,860
                                                                              =========              =========

Supplemental Disclosure of Cash Flow Information:
      Cash paid for interest                                                  $  37,817              $  30,610
                                                                              =========              =========

</TABLE>

          See accompanying notes to consolidated financial statements.



                                       6
<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(1)      STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

Organization and Capitalization

FrontierVision  Holdings,  L.P.  ("Holdings" or the "Company"),  wholly-owned by
FrontierVision  Partners,  L.P., a Delaware limited  partnership  ("FVP"),  is a
Delaware  limited  partnership  formed on  September  3, 1997 for the purpose of
acting as co-issuer with its wholly-owned  subsidiary,  FrontierVision  Holdings
Capital Corporation ("Holdings Capital"), of $237,650 aggregate principal amount
at maturity of 11 7/8% Senior  Discount Notes due 2007 (the  "Discount  Notes").
FVP  contributed  to  Holdings,  both  directly  and  indirectly,   all  of  the
outstanding  partnership  interests of FrontierVision  Operating Partners,  L.P.
("FVOP")  prior to the issuance of the Discount Notes on September 19, 1997 (the
"Formation  Transaction") and, as a result FVOP and its wholly-owned subsidiary,
FrontierVision Capital Corporation ("Capital"),  are wholly-owned,  consolidated
subsidiaries  of  Holdings.  The  Formation  Transaction  was  accounted  for at
predecessor cost. As used herein, the "Company" collectively refers to Holdings,
Holdings  Capital,  Holdings  Capital  II  (as  defined  below),  FrontierVision
Operating Partners, Inc. ("FVOP Inc."), FVOP and Capital.

On  December  2,  1998,   Holdings  along  with  it   wholly-owned   subsidiary,
FrontierVision   Holdings  Capital  II  Corporation   ("Holdings  Capital  II"),
co-issued  $91,298  aggregate  principal  amount at maturity of Discount  Notes,
Series B. Net proceeds from the issuance were  contributed  to FVOP as a capital
contribution.

The  Company  owns and  operates  cable  television  systems  in  three  primary
operating  clusters - New England,  Ohio and  Kentucky - with a fourth,  smaller
group of cable television systems in the Southeast.

FVOP was initially  capitalized in November 1995 with approximately $38 from its
sole limited  partner,  FVOP Inc.,  a Delaware  corporation,  and  approximately
$38,300 from at the time its sole general  partner,  FVP.  During the year ended
December 31, 1997, the Company  received  additional  capital  contributions  of
approximately  $37,653 from its  partners.  These  capital  contributions  and a
portion  of the  proceeds  from  the  Discount  Notes  was used by FVOP to repay
certain bank indebtedness with the remainder placed in escrow to finance pending
acquisitions.

On June 1, 1999, Adelphia Communications  Corporation loaned $9,039 to FVP to be
used by FVOP to fund an asset  exchange with  Intermedia  Partners,  LP IV. This
asset exchange was  consummated on June 1, 1999. FVP  contributed  the $9,039 to
Holdings as a capital contribution.  Holdings in turn contributed this amount to
FVOP as a capital contribution.

Allocation of Profits, Losses and Distributions

Generally,  Holdings'  partnership  agreement provides that profits,  losses and
distributions  will be allocated to the general  partner and the limited partner
pro rata based on capital contributions.

Reference to Annual Report

The attached interim  financial  statements are presented in accordance with the
requirements  of Form 10-Q and  consequently  do not include all the disclosures
required by generally accepted accounting principles. The accompanying financial
statements  should be read in conjunction  with Holdings'  Annual Report on Form
10-K for the year ended  December 31, 1998 (File No.  333-36519)  (the "Holdings
10-K")  for  additional  disclosures,  including  a  summary  of  the  Company's
accounting policies.

The following notes, insofar as they are applicable to the six months ended June
30, 1999, are not audited. In management's  opinion, all adjustments  considered
necessary for a fair presentation of such financial statements are




                                       7
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(1)      STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION (continued)

included and all such  adjustments  are of a normal and  recurring  nature.  The
results  for the  six-month  period  ended  June 30,  1999  are not  necessarily
indicative of the results for the entire 1999 fiscal year.

Income Taxes

The Company and its direct and indirect subsidiaries,  except for FrontierVision
New England  Cable,  Inc.  ("New  England"),  New England  Cable  Television  of
Massachusetts,  Inc.  ("NECMA"),  Main Security  Surveillance,  Inc., FVOP Inc.,
Capital,  Holdings Capital and Holdings Capital II, are limited  partnerships or
limited  liability  companies  and pay no income taxes as  entities.  All of the
income, gains, losses,  deductions and credits of the Company are passed through
to its  partners.  Nominal  taxes  are  assessed  by  certain  state  and  local
jurisdictions.  The basis in the Company's  assets and  liabilities  differs for
financial and tax reporting purposes.

New England,  NECMA, Main Security Surveillance,  FVOP, Inc., Capital,  Holdings
Capital and Holdings Capital II, are corporations and are subject to federal and
state  income  taxes  which have not been  significant.  Deferred  taxes  relate
principally to the difference between book and tax basis of the cable television
assets  owned by NECMA,  partially  offset  by the tax  effect  of  related  net
operating loss carryforwards.

New Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  ("SFAS  133"),  which is effective  for all fiscal years  beginning
after June 15, 2000. SFAS 133 establishes accounting and reporting standards for
derivative  instruments and hedging  activities by requiring that all derivative
instruments  be reported  as assets or  liabilities  and  measured at their fair
values. Under SFAS 133, changes in the fair values of derivative instruments are
recognized immediately in earnings unless those instruments qualify as hedges of
the (1) fair values of existing assets,  liabilities,  or firm commitments,  (2)
variability of cash flows of forecasted  transactions,  or (3) foreign  currency
exposures of net investments in foreign  operations.  Although management of the
Company  has not  completed  its  assessment  of the  impact  of SFAS 133 on its
consolidated results of operations and financial position,  management estimates
that the impact of SFAS 133 is not expected to be material.

Reclassifications

Certain amounts have been reclassified for comparative purposes.


(2)      STORM RELATED COSTS

During  mid-January of 1998, certain of the communities served by the Company in
Maine experienced  devastating ice storms.  For the three months ended March 31,
1998,  the Company has  recognized a loss due to service  outages and  increased
labor  costs of  approximately  $740 due to the ice  storms.  Additionally,  the
Company  has  incurred  approximately  $540 of capital  expenditures  to replace
damaged  subscriber  drops.  The Company  received  $183 during the three months
ended March 31, 1999 related to a claim on its business  interruption  insurance
for the storm  damage.  Such claim was  recognized  as a reduction of storm cost
expense in the fourth quarter of 1998.







                                       8
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(3)      ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company has completed several  acquisitions since its inception through June
30, 1999.  All of the  acquisitions  have been  accounted for using the purchase
method of accounting, and, accordingly, the purchase price has been allocated to
the assets acquired and liabilities assumed based upon the estimated fair values
at the  respective  dates  of  acquisition.  Such  allocations  are  subject  to
adjustments as final appraisal  information is received by the Company.  Amounts
allocated  to  property  and  equipment   and  to  intangible   assets  will  be
respectively   depreciated  and  amortized,   prospectively  from  the  date  of
acquisition  based upon remaining  useful lives and  amortization  periods.  The
following  table  lists  the  transactions  and the  acquisition  cost  for each
occurring in the most recent two years.
<TABLE>

--------------------------------------------------------- ----------------------------- ------------------- ------------------
                   Predecessor Owner                      Primary Location of Systems     Date Acquired     Acquisition Cost (a)
                   -----------------                      ---------------------------     -------------     --------------------
<S>                                                                   <C>                       <C>                 <C>
TVC-Sumpter Limited Partnership and North Oakland Cablevision
         Partners Limited Partnership                               Michigan              March 6, 1998             $14,400
TCI Cablevision of Ohio, Inc.                                         Ohio                April 1, 1998             $10,000
New England Cablevision of Massachusetts, Inc. ("NECMA")         Massachusetts            April 3, 1998             $44,900
Ohio Cablevision Network, Inc. ("TCI-Bryan")                          Ohio                July 31, 1998             $37,400
Unity Cable Television, Inc.                                         Maine              September 30, 1998             $800
Appalachian Cablevision of Ohio                                       Ohio              September 1, 1998              $300
State Cable TV Corporation ("State")                          Maine, New Hampshire       October 23, 1998          $190,600
Paint Valley Cable                                                    Ohio               October 30, 1998            $1,900
CASCO                                                                Maine              November 30, 1998            $3,400
Intermedia Partners, LP IV                                          Kentucky               June 1, 1999             $13,700
---------------
</TABLE>

(a)  Acquisition cost represents the purchase price allocation  between tangible
     and intangible assets including certain purchase accounting  adjustments as
     of June 30, 1999.

The combined purchase price of certain of these  acquisitions has been allocated
to the acquired assets and liabilities as follows:
<TABLE>

                                                ---------------------------------------
                                                  Acquisitions for    Acquisitions for
                                                   the six months     the six months
                                                    ended June 30,      ended June 30,
                                                       1999 (a)            1998 (a)
                                                      --------            --------
<S>                                                        <C>           <C>
    Property and equipment                            $  4,675           $ 22,922
    Franchise costs and other intangible assets          9,622             62,096
                                                      --------           --------
         Subtotal                                       14,297             85,018
                                                      --------           --------
    Net working capital (deficit)                       (1,386)               523
    Deferred income taxes                                    -            (14,783)
    Less - earnest money deposits applied                  (50)            (2,000)
                                                      --------           --------
         Total cash paid for acquisitions             $ 12,861           $ 68,758
                                                      ========           ========
</TABLE>


------------
(a) The combined  purchase price includes certain purchase price adjustments for
acquisitions consummated prior to the respective periods.



                                       9
<PAGE>




                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(3)      ACQUISITIONS AND DISPOSITIONS (continued)

The Company has reported the  operating  results of its acquired  cable  systems
from the dates of their respective  acquisition.  Unaudited pro forma summarized
operating results of the Company, assuming the Triax I, Cablevision,  TCI-VT/NH,
Cox-Central   Ohio,   NECMA,   TCI-Bryan  and  State  Cable   acquisitions  (the
"Acquisitions") had been consummated on January 1, 1998, are as follows:

<TABLE>
                                                          -------------------------------------------------
                                                                   Six Months Ended June 30, 1998
                                                          -------------------------------------------------
                                                            Historical                        Pro Forma
                                                             Results        Acquisitions       Results
                                                             -------        ------------       -------
<S>                                                                 <C>              <C>              <C>
Revenue                                                       $ 113,595        $  21,037        $ 134,632
Operating, selling, general and administrative expenses         (62,305)         (11,747)         (74,052)
Depreciation and amortization                                   (50,909)         (10,526)         (61,435)
                                                              ---------        ---------        ---------
Operating income (loss)                                             381           (1,236)            (855)
Interest and other expenses                                     (41,381)         (13,546)         (54,927)
                                                              ---------        ---------        ---------
Net loss                                                      $ (41,000)       $ (14,782)       $ (55,782)
                                                              =========        =========        =========
</TABLE>

The pro  forma  financial  information  presented  above has been  prepared  for
comparative purposes only and does not purport to be indicative of the operating
results which actually would have resulted had the Acquisitions been consummated
on the dates indicated.  Furthermore,  the above pro forma financial information
does not include the effect of certain  acquisitions  and  dispositions of cable
systems  because  these  transactions  were not  material  on an  individual  or
aggregate basis.

Dispositions

On January 7, 1999,  the Company sold certain  cable  television  system  assets
located in the Southeast region to Helicon Partners I, LP for an aggregate sales
price of approximately $5,200.

Asset Exchanges

On June 1, 1999,  the Company  exchanged  five  systems  located in the Kentucky
region  for five  systems  owned by  Intermedia  Partners,  LP IV.  The  Company
received  16,600  subscribers,   gave  up  11,300  subscribers  and  transferred
aggregate cash of approximately $13,300. The asset exchange was recorded at fair
value  and  purchase  accounting  was  applied.  In  connection  with the  asset
exchange, the Company recognized a gain of $7,324.






                                       10
<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


 (4)     DEBT

The Company's debt was comprised of the following:
<TABLE>

                                                                                      -------------------------------
                                                                                        June 30,       December 31,
                                                                                          1999             1998
                                                                                          ----             ----
<S>                                                                                    <C>             <C>
       Bank Credit Facility (a) --
        Revolving Credit Facility, interest based on various floating rate options
          (7.30% and 7.25% average at June 30, 1999 and December 31, 1998,
          respectively), payable monthly                                               $    175,000    $    172,000
        Term loans,  interest  based on various  floating  libor  rate  options
          (7.37% and 7.39% weighted average at June 30, 1999 and December 31, 1998,
          respectively), payable monthly                                                    494,375         498,125
       11% Senior Subordinated Notes due 2006 (b)                                           200,000         200,000
       11 7/8% Senior Discount Notes due 2007 (c)                                           262,301         249,532
       Other                                                                                    703               -
       Capital leases                                                                        10,447           1,485
                                                                                       ------------    ------------
            Total debt                                                                 $  1,142,826    $  1,121,142
                                                                                       ============    ============
</TABLE>

(a)      Bank Credit Facility.

         On December 19,  1997,  the Company  entered into a Second  Amended and
         Restated Credit  Agreement (the "Amended Credit  Facility")  increasing
         the available senior debt by $535.0 million,  for a total  availability
         of $800.0  million.  The  amount  available  under the  Amended  Credit
         Facility  includes two term loans of $250.0  million each  ("Facility A
         Term Loan" and "Facility B Term Loan") and a $300.0  million  revolving
         credit facility ("Revolving Credit Facility"). The Facility A Term Loan
         and the  Revolving  Credit  Facility both mature on September 30, 2005.
         The  entire  outstanding  principal  amount  of  the  Revolving  Credit
         Facility  is due on  September  30,  2005,  with  escalating  principal
         payments due quarterly beginning December 31, 1998 under the Facility A
         Term Loan.  The Facility B Term Loan matures March 31, 2006 with 95% of
         the principal  being repaid in the last two quarters of the term of the
         facility.

         Under  the  terms  of  the  Amended  Credit   Facility,   with  certain
         exceptions,  the Company has a mandatory  prepayment  obligation upon a
         change of control of the Company  and the sale of any of its  operating
         systems. This obligation may be waived with the consent of the majority
         of the lenders.  Further,  beginning with the year ending  December 31,
         2001, the Company is required to make  prepayments  equal to 50% of its
         excess  cash flow,  as  defined in the  Amended  Credit  Facility.  The
         Company also pays commitment fees ranging from 1/2% - 3/8% per annum on
         the average  unborrowed portion of the total amount available under the
         Amended Credit Facility.

         The  Amended  Credit  Facility  also  requires  the Company to maintain
         compliance with various financial covenants including,  but not limited
         to, covenants  relating to total  indebtedness,  debt ratios,  interest
         coverage ratio and fixed charges ratio. In addition, the Amended Credit
         Facility has restrictions on certain  partnership  distributions by the
         Company.

         All partnership  interests in the Company and all assets of the Company
         and its  subsidiaries  are pledged as collateral for the Amended Credit
         Facility.




                                       11
<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(4)      DEBT (continued)

(b)      Senior Subordinated Notes

         On October 7, 1996, the Company  issued,  pursuant to a public offering
         $200,000  aggregate  principal amount of 11% Senior  Subordinated Notes
         due 2006 (the  "Notes").  Net proceeds  from this offering of $192,500,
         after costs of approximately  $7,500,  were available to the Company on
         October 7, 1996.

         In connection with the anticipated  issuance of the Notes,  the Company
         entered into deferred  interest  rate setting  agreements to reduce the
         Company's  interest rate exposure in anticipation of issuing the Notes.
         The cost of such agreements,  amounting to $1,390,  are recognized as a
         component of interest expense over the term of the Notes.

         The Notes are unsecured subordinated  obligations of FVOP (co-issued by
         Capital) that mature on October 15, 2006.  Interest  accrues at 11% per
         annum beginning from the date of issuance, and is payable each April 15
         and October 15, commencing April 15, 1997.

         The indenture  governing the Notes (the "Subordinated Notes Indenture")
         has certain restrictions on incurrence of indebtedness,  distributions,
         mergers, asset sales and changes in control of the Company.

         J.P. Morgan  Investment  Corporation and First Union Capital  Partners,
         Inc. are affiliates of the Company,  owning in the  aggregate,  a 37.6%
         limited  partnership  interest  in  FVP.  Affiliates  of  such  holders
         received  underwriting fees of approximately $3.6 million in connection
         with the issuance of the Notes.

(c)      Senior Discount Notes

         On September 19, 1997, Holdings issued, pursuant to a private offering,
         the Discount Notes. The Discount Notes were sold at approximately 63.1%
         of the stated principal amount at maturity and provided net proceeds of
         $144,750, after underwriting fees of approximately $5,250.

         On December 2, 1998,  Holdings issued,  pursuant to a private offering,
         the  Discount  Notes,  Series  B. The  Discount  Notes  were sold at at
         approximately  82.149% of the stated  principal  amount at maturity and
         provided  net  proceeds  of  $72,750,   after   underwriting   fees  of
         approximately $2,250.

         The Discount  Notes are unsecured  obligations of Holdings and Holdings
         Capital, or Holdings Capital II, as the case may be, ranking pari passu
         in right of payment to all existing and future  unsecured  indebtedness
         of the issuers and will mature on September  15, 2007.  The discount on
         the Discount Notes is being  accreted  using the interest  method until
         September 15, 2001,  the date at which cash interest  begins to accrue.
         Cash  interest  will  accrue at a rate of 11 7/8% per annum and will be
         payable each March 15 and September 15, commencing March 15, 2002.

         The Discount  Notes are  redeemable  at the option of the  Issuers,  in
         whole  or in  part,  at any time on or after  September  15,  2001,  at
         redemption  prices set forth in the  indenture  for the Discount  Notes
         (the "Discount Notes Indenture"),  plus any unpaid interest, if any, at
         the date of the redemption.  The issuers may redeem, prior to September
         15, 2001, up to 35% of the principal amount at maturity of the Discount
         Notes with the




                                       12
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(4)      DEBT (continued)

         net cash proceeds  received from one or more public equity offerings or
         strategic  equity  investments at a redemption  prices set forth in the
         Discount Notes Indenture, plus any unpaid interest, if any, at the date
         of the redemption.

         The Discount Notes Indenture has certain  restrictions on incurrence of
         indebtedness,  distributions,  mergers,  asset  sales  and  changes  in
         control of Holdings.

         J.P. Morgan  Investment  Corporation and First Union Capital  Partners,
         Inc. are affiliates of the Company,  owning in the  aggregate,  a 37.6%
         limited  partnership  interest  in  FVP.  Affiliates  of  such  holders
         received compensation in the aggregate of approximately $4.6 million in
         connection with the issuance of the Discount Notes.

(d)      Interest Rate Protection Agreements

         In order to convert  certain of the interest  payable at variable rates
         under the Amended  Credit  Facility to  interest  at fixed  rates,  the
         Company entered into interest rate swap agreements for notional amounts
         totaling $187,500,  and maturing between April 7, 1999 and November 15,
         1999.  According to these agreements,  the Company pays or receives the
         difference  between  (1) an  average  fixed  rate  of  5.84%  and (2) a
         floating  rate of the three  month libor  applied to the same  $187,500
         notional amount every three months during the term of the interest rate
         swap  agreement.  On April 7, 1999,  the Company  terminated one of its
         interest  rate swap  agreements  for a notional  amount of $100,000 and
         entered into a new interest rate collar agreement for $100,000 maturing
         on April 8, 2002.  There was no termination  fee  associated  with this
         transaction.

         On January 8, 1999, the Company  amended its collar  interest rate swap
         agreement  that it had  entered  into on April 8,  1998 for a  notional
         amount of $100,000.  The amended collar  agreement  matures on April 8,
         2001. The collar agreement provides for different exchanges between the
         Company and the counterparty depending on the level of the floating one
         month LIBOR rate (5.24% at June 30, 1999).  Such exchanges  occur every
         month during the term of the collar agreement.  The different exchanges
         are as follows:

         (1)  When LIBOR is below 4.65%,  the Company  pays to the  counterparty
              the difference between the fixed rate of 5.95% and the LIBOR rate,
              applied to the $100,000 notional amount;
         (2)  When LIBOR is between 5.95% and 6.65%,  the Company  receives from
              the  counterparty  the difference  between the fixed rate of 5.95%
              and LIBOR rate, applied to the $100,000 notional amount;
         (3)  When LIBOR is in excess of 6.65% or between 5.95% and 4.65%,  this
              collar agreement has no financial effect.







                                       13
<PAGE>




                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(4)      DEBT (continued)

         The Company  terminated a previously  existing collar agreement on June
         21, 1999 for approximately  $1,550.  This cost is reflected in interest
         expense in the accompanying statement of operations.

         For the six months ended June 30, 1999 and 1998, the Company recognized
         an  increase  in  interest  expense of  approximately  $2,081 and $121,
         respectively, as a result of the interest rate swap agreements.

         Information  concerning the Company's  interest rate agreements at June
         30, 1999 is as follows:
<TABLE>

                                                                                                 Amount to be
                                                                         Notional                  paid upon
               Expiration date                                            amount                termination (a)
               ---------------                                            ------                ---------------
<S>                                                                   <C>                        <C>
         November 15, 1999                                            $     65,000               $       178
         November 15, 1999                                                  22,500                       (28)
         April 8, 2001                                                     100,000                       189
         April 8, 2002                                                     100,000                       801
                                                                      ------------               -----------
                                                                      $    287,500               $     1,140
                                                                      ============               ===========
</TABLE>

         (a)      The  estimated  amount that the Company would pay to terminate
                  the  agreements  on June 30,  1999.  This  amount  takes  into
                  consideration    current    interest   rates,    the   current
                  creditworthiness of the counterparties and represents the fair
                  value of the interest rate agreements.

The debt of the Company matures as follows:

             Year Ended December 31 --
             1999                                       $      7,394
             2000                                             25,278
             2001                                             34,575
             2002                                             44,575
             2003                                             55,825
             Thereafter                                      975,179
                                                        ------------
                                                        $  1,142,826
                                                        ============

(5)      FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents  approximate  their fair value
due to the nature and length of maturity of the investments.

The  estimated  fair value of the Amended  Credit  Facility is based on floating
market rates at June 30, 1999; therefore, there is no material difference in the
fair market value and the  carrying  value of such debt  instruments.  The Notes
have an aggregate principal amount of $200,000 with an 11% coupon rate. The fair
value for the Notes at June 30, 1999 was  $214,000.  The Discount  Notes have an
aggregate  principal  amount at maturity of $328,948 with an 11 7/8% coupon.  At
June 30, 1999, the  approximate  fair value of the Company's  Discount Notes was
$286,185.  The fair value of the Notes and Discount Notes is estimated  based on
Portal Market quotations of the issue.




                                       14
<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands


(6)      COMMITMENTS AND CONTINGENCIES

The Company has annual  commitments  under lease  agreements  for office  space,
equipment,  pole rental and land upon which  certain of its towers and  antennae
are  constructed.  Rent expense for the six months ended June 30, 1999, and 1998
was $3,227, and $2,736, respectively.

Estimated  future  noncancelable  lease  payments  under such lease  obligations
subsequent to June 30, 1999 are as follows:

               Year Ended December 31 --
               -------------------------
               1999                                $        632
               2000                                       1,193
               2001                                         893
               2002                                         618
               2003                                         425
               Thereafter                                   896
                                                   ------------
                                                   $      4,657
                                                   ============

Federal   law,   including   the   regulations   and  policies  of  the  Federal
Communications  Commission ("FCC"),  limit the ability of cable systems to raise
rates for basic services and equipment.  Until March 31, 1999,  federal law also
allowed  the FCC to  regulate  the rates  cable  operators  charged  for certain
non-basic cable services.  Federal law allows local  governmental  regulation of
rates for basic cable services and customer equipment except in communities that
are  subject to  "effective  competition,"  as defined by federal  law.  The FCC
adopted  detailed rate  regulations,  guidelines and rate forms that the Company
and the local  franchising  authority must use in connection with the regulation
of the Company's basic service and equipment  rates.  The FCC has  comprehensive
and restrictive regulations that allow the Company to modify its regulated basic
rates on a quarterly or annual basis using  various  methodologies  that account
for changes in the number of regulated channels, inflation, and certain external
costs,   such  as  franchise  and  other   governmental   fees,   copyright  and
retransmission  consent  fees,  taxes,  programming  fees and  franchise-related
obligations. The FCC also has regulations designed to reduce the substantive and
procedural  burdens of rate  regulation  on qualified  small cable  systems,  as
defined by federal  law. The  regulatory  benefits  accruing to qualified  small
cable systems under certain  circumstances remain effective even if such systems
are  subsequently  acquired by a larger cable  operator.  Many of the  Company's
cable systems currently satisfy the FCC's small system eligibility  criteria and
are eligible to use the FCC's  simplified  rate  methodology  and  procedures to
justify cable service and equipment rates.

The  Company's  basic rates and its  equipment  and  installation  charges  (the
"Regulated  Services")  are  subject to the  jurisdiction  of local  franchising
authorities.  The Company believes that it has complied in all material respects
with the rate regulation  provisions of the federal law. However,  the Company's
rates for Regulated Services are subject to review by the appropriate  franchise
authority if it is certified by the FCC to regulate basic rates. If, as a result
of the review  process,  a system  cannot  substantiate  its rates,  it could be
required to  retroactively  reduce its rates to the  appropriate  benchmark  and
refund the excess portion of rates  received.  Any refunds of the excess portion
of all other  Regulated  Service rates would be retroactive to one year prior to
the implementation of the rate reductions.

The  Company's  agreements  with  franchise  authorities  require the payment of
annual fees which  approximate 3% of system franchise  revenue.  Such franchises
are generally nonexclusive and are granted by local governmental authorities for
a  specified  term of years,  generally  for  extended  periods of up to fifteen
years.




                                       15
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                              Amounts In Thousands

(7)      YEAR 2000 COMPLIANCE

The  Company  has under way a project to review and modify,  as  necessary,  its
computer  applications,  hardware  and  other  equipment  to make them Year 2000
compliant.  The  Company has also  initiated  formal  communications  with third
parties having a substantial relationship to its business, including significant
suppliers  and  financial  institutions,  to  determine  the extent to which the
Company may be vulnerable to such third  parties'  failures to achieve Year 2000
compliance.

Failure to achieve Year 2000 compliance by the Company,  its principal suppliers
and  certain  financial  institutions  with  which  it  has  relationship  could
negatively  affect the  Company's  ability to conduct  business  for an extended
period.  There can be no  assurances  that all  Company  information  technology
systems and components  will be fully Year 2000  compliant;  in addition,  other
companies on which the Company's  systems and  operations  rely may not be fully
compliant on a timely basis,  and any such failure could have a material adverse
effect on the Company's financial position, results of operations or liquidity.


(8)      SALE OF COMPANY

On February 22, 1999,  FVP entered into a  definitive  agreement  with  Adelphia
Communications  Corporation  ("Adelphia")  to sell all  outstanding  partnership
interests of FVP in exchange for cash, the assumption of certain liabilities and
7 million shares of Adelphia Class A common stock.  Subsequent to the definitive
agreement,   Adelphia  assumed  the  liability  for  payment  to  the  Company's
programming  vendors.  The Company has continued to accrue  programming costs at
their existing  contractual  rates. This liability is reflected as an obligation
to Adelphia  and will be settled at the closing of the sale of FVP as a purchase
price adjustment.





                                       16
<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                  BALANCE SHEET



<TABLE>
                                                                                  -----------------------------------
                                                                                     June 30,         December 31,
                                                                                       1999               1998
                                                                                  ----------------  -----------------
                                                                                    (Unaudited)
                                       ASSETS


<S>                                                                                 <C>                <C>
    Cash                                                                            $      100         $      100
                                                                                    ----------         ----------
                Total assets                                                        $      100         $      100
                                                                                    ==========         ==========


                                   OWNER'S EQUITY

    Owner's equity:
          Common stock, par value $.01; 1,000 shares authorized;
             100 shares issued and outstanding                                      $        1         $        1
          Additional paid-in capital                                                        99                 99
                                                                                    ----------         ----------
              Total owner's equity                                                  $      100         $      100
                                                                                    ==========         ==========

</TABLE>
























                     See note to accompanying balance sheet.




                                       17
<PAGE>

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                      NOTE TO THE BALANCE SHEET (Unaudited)


FrontierVision  Holdings Capital Corporation,  a Delaware corporation ("Holdings
Capital"),  is a  wholly  owned  subsidiary  of  FrontierVision  Holdings,  L.P.
("Holdings"),  and was  organized  on August  22,  1997 for the sole  purpose of
acting as co-issuer with Holdings of $237.7 million  aggregate  principal amount
at  maturity  of the 11 7/8%  Senior  Discount  Notes.  Holdings  Capital had no
operations from September 18, 1997 through June 30, 1999.





                                       18
<PAGE>


                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                                  BALANCE SHEET


<TABLE>

                                                                               --------------------------------------
                                                                                   June 30,           December 31,
                                                                                     1999                 1998
                                                                               -----------------    -----------------
                                                                                 (Unaudited)
                                    ASSETS


<S>                                                                               <C>                 <C>
Cash                                                                              $      1,000        $       1,000
                                                                                  ------------        -------------
            Total assets                                                          $      1,000        $       1,000
                                                                                  ============        =============


                        LIABILITIES AND OWNER'S EQUITY

Owner's equity:
      Common stock, par value $.01; 1,000 shares authorized;
         100 shares issued and outstanding                                        $         10         $         10
      Additional paid-in capital                                                           990                  990
                                                                                  ------------         ------------
          Total owner's equity                                                           1,000                1,000
                                                                                  ------------         ------------

          Total liabilities and owner's equity                                    $      1,000         $      1,000
                                                                                  ============         ============
</TABLE>


























                   See accompanying note to the balance sheet.



                                       19
<PAGE>


                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                      NOTE TO THE BALANCE SHEET (Unaudited)


FrontierVision   Holdings  Capital  II  Corporation,   a  Delaware   corporation
("Holdings  Capital  II"),  is  a  wholly  owned  subsidiary  of  FrontierVision
Holdings, L.P. ("Holdings"), and was organized on December 2, 1998, for the sole
purpose  of  acting  as  co-issuer  with  Holdings  of $91.3  million  aggregate
principal  amount at maturity of the 11 7/8% Senior  Discount  Notes,  Series B.
Holdings Capital II had no operations from inception through June 30, 1999.












                                       20
<PAGE>



PART I. FINANCIAL INFORMATION

Item 2. -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations as
well as  other  sections  of this  Form  10-Q  contain  certain  forward-looking
statements.  Our actual  results could differ  materially  from those  discussed
herein and our  current  business  plans may be altered  in  response  to market
conditions  and other factors beyond our control.  Important  factors that could
cause or contribute to such differences or changes include those discussed under
"Risk Factors" in the Company's post-effective amendment no. 2 to Form S-4 filed
April 2, 1999 (File No.  333-36519).  Additionally,  our investors'  decision to
sell  their  ownership  interest  in  our  company  to  Adelphia  Communications
Corporation may ultimately  cause our business plan and results of operations to
differ  materially from our current  business plan and expected future operating
results.


Introduction

In this section,  we explain the general financial  condition and the results of
operations for FrontierVision and its subsidiaries including what factors affect
our business,  what our revenues and expenses were for six months ended June 30,
1999 and 1998,  why those  revenues and expenses  were  different  from the year
before and how all of this effects our overall financial position.

We commenced operations in November,  1995 with the acquisition of certain cable
television  systems.  Since that first  acquisition,  we have  completed over 30
separate  acquisitions  and  have  grown to  become  one of the  twenty  largest
multiple  system  operators in the United  States,  serving  over  approximately
710,200  subscribers  as of June 30,  1999.  Our  systems  are  located in three
primary  operating  clusters - New  England,  Ohio and Kentucky - with a fourth,
smaller group of systems in the Southeast.




                                       21
<PAGE>


The following table summarizes our acquisitions through June 30, 1999:
<TABLE>

                                                            --------------------------------------------------
                                                                                     Purchase       Basic
                                                                                     Price(1)    Subscribers
Predecessor Owner                                                  Date Acquired   (in millions) Acquired(2)
-----------------                                                  -------------   ------------- -----------
<S>                                                                     <C>            <C>           <C>
United Video Cablevision, Inc. ............................    November 9, 1995        $  120.8      87,400
Longfellow Cable Company, Inc. ............................   November 21, 1995             6.1       5,100
C4 Media Cable Southeast, Limited Partnership..............    February 1, 1996            47.6      40,400
Americable International Maine, Inc........................      March 29, 1996             4.8       3,350
Cox Communications.........................................       April 9, 1996           136.0      77,200
Phoenix Grassroots Cable Systems, LLC......................     August 29, 1996             9.3       7,400
Triax Southeast Associates, L.P............................     October 7, 1996            84.7      53,200
American Cable Entertainment of Kentucky-Indiana, Inc......     October 9, 1996           146.0      83,250
SRW, Inc.'s Penn/Ohio Cablevision, L.P.....................    October 31, 1996             3.8       3,225
SRW, Inc.'s Deep Creek Cable TV, L.P. .....................   December 23, 1996             3.0       2,175
Bluegrass Cable Partners, L.P..............................      March 20, 1997             9.9       7,225
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,
   Inc.....................................................      March 31, 1997             1.7       1,450
Milestone Communications of New York, L.P. ................      March 31, 1997             2.8       2,125
Triax Associates I, L.P....................................        May 30, 1997            34.5      20,700
Phoenix Front Row Cablevision .............................        May 30, 1997             6.8       5,250
PCI Incorporated...........................................     August 29, 1997            13.5       7,750
SRW, Inc.'s Blue Ridge Cable Systems, L.P.(3)..............   September 3, 1997             4.1       4,550
Harold's Home Furnishings, Inc.............................    October 31, 1997             1.5       1,480
A-R Cable Services - ME, Inc...............................    October 31, 1997            78.2      54,300
TCI Cablevision of Vermont, Inc. and Westmarc Development
    Joint Venture..........................................    December 2, 1997            34.5      22,100
Cox Communications, Inc....................................   December 19, 1997           203.0      85,400
TVC-Sumpter Linked Partnership and North Oakland Cablevision
    Partners  Limited Partnership .........................       March 6, 1998            14.2       8,100
TCI Cablevision of Ohio, Inc...............................       April 1, 1998            10.0       6,000
New England Cablevision of Massachusetts, Inc. ............       April 3, 1998            44.7      26,500
Ohio Cablevision Network, Inc..............................       July 31, 1998            38.0      19,700
Appalachian Cablevision of Ohio............................   September 1, 1998             0.3         280
Unity Cable Television, Inc................................  September 30, 1998             0.8         590
State Cable TV Corporation ................................    October 23, 1998           188.2      75,000
Paint Valley Cable Company, Inc............................    October 30, 1998             1.7       1,300
Casco Cable Television, Inc................................   November 30, 1998             3.2       2,185
Intermedia Partners, LP IV.................................        June 1, 1999            13.3       5,300

</TABLE>
____________
(1) Represents the contract  purchase price excluding  working capital  purchase
    adjustments and transaction costs.
(2) Includes 10,600 subscribers to systems that we sold in 1996.
(3) All systems were sold on January 7, 1999.

During the twelve  months ended June 30, 1999,  we completed  seven  acquisition
transactions,  acquiring a total of  approximately  104,000  basic  subscribers.
These  acquisitions  significantly  increased  the size and scale of each of our
three primary  operating  clusters.  Our October 1998 acquisition of eight cable
systems  from  State  Cable TV  Corporation  added  approximately  75,000  basic
subscribers  to our New  England  cluster  in  attractive  communities  directly
contiguous to systems  which we already owned in southern  Maine and central New
Hampshire.  With the State Cable  systems,  we have grown to serve over  248,000
subscribers in our New England  cluster and over 168,000  subscribers in four of
the five largest cities in the state of Maine.

On January  7, 1999,  we sold nine small  cable  television  systems  located in
eastern  Tennessee and western North Carolina  which,  in the aggregate,  served
approximately 4,400 basic subscribers.

On June 1, 1999,  we completed  the  exchange of five of our systems  located in
northern  Kentucky  for five  Intermedia  systems  located in  communities  near
Lexington,  Kentucky which are contiguous to other of our Kentucky  systems.  We
paid  approximately  $13.3  million as  consideration  for  approximately  5,300
customers we gained in the transaction.




                                       22
<PAGE>


Results of Operations

In this section,  we discuss our earnings for the six months ended June 30, 1999
and  1998,  the  three  months  ended  June 30,  1999  and 1998 and the  factors
affecting  them.  The three month period ended June 30, 1999, is the only period
in which we  operated  all of our cable  television  systems,  although  certain
systems were exchanged during the period and are reflected only for that portion
of the period that we owned such systems.


The following table  illustrates  the our operating  activities on a comparative
basis:

                  Three Months Ended June 30, 1999 Compared to
                  Three Months Ended June 30, 1998 (Unaudited)
<TABLE>

                                                          ---------------------------------------------------
                                                             Three Months Ended        Three Months Ended
                                                                June 30, 1999            June 30, 1998
                                                          ---------------------------------------------------
                                                                           % of                     % of
                                                              Amount     Revenue     Amount      Revenue
                                                              ------     -------     ------      -------
            In thousands
<S>                                                        <C>              <C>      <C>             <C>
            Revenue...................................     $    74,296      100.0%   $    59,776     100.0%
            Expenses
                Operating expenses....................          40,657       54.7         30,396      50.8
                Corporate expenses....................           1,629        2.2          1,945       3.3
                Depreciation and amortization.........          31,784       42.8         27,140      45.4
                                                           -----------    -------    -----------   -------
                       Total expenses.................          74,070       99.7         59,481      99.5
                                                           -----------    -------    -----------   -------
            Operating income..........................             226        0.3            295       0.5
            Interest expense, net.....................         (27,177)     (36.6)       (21,457)    (35.9)
            Income tax benefit........................             692        0.9              -         -
            Other income (expense)....................           7,542       10.2             (2)        -
                                                           -----------    -------    -----------   -------
            Net loss..................................     $   (18,717)     (25.2)%  $   (21,164)    (35.4)%
                                                           ===========    =======    ===========   =======
            EBITDA                                         $    32,010       43.1%   $    27,435      45.9%
                                                           ===========    =======    ===========   =======
            Basic subscribers.........................         710,200                   610,800
            Premium units.............................         292,500                   265,400
</TABLE>

Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

Increases in the amounts of revenue,  operating expense and EBITDA are primarily
attributable to acquisition  activity during 1998, which increased our size from
610,800 basic subscribers at June 30, 1998 to 710,200 at June 30, 1999.  Revenue
increased 24.3%, or approximately  $14.5 million, to approximately $74.3 million
for the three months ended June 30, 1999 from  approximately  $59.8  million for
the  three  months  ended  June 30,  1998.  Revenue  per  subscriber,  per month
increased  to $35.11 in the three  months ended June 30, 1999 from $33.73 in the
same period a year earlier,  reflecting  the  acquisition  of  subscribers  with
higher  rates,  increased  service  rates and new service  offerings.  Operating
expenses  increased   approximately   33.8%  and  corporate  expenses  decreased
approximately 16.2%, respectively, for the three months ended June 30, 1999 from
the three  months  ended  June 30,  1998.  The  increase  in the  percentage  of
operating  expenses to revenue was primarily  attributable to relative increases
in programming and personnel related costs and non-recurring  marketing expenses
and  expenses  related  to  Year  2000  issues.  As a  result  of  the  previous
discussion,  the EBITDA  margin  decreased  from 45.9% of revenue  for the three
months ended June 30, 1998 to 43.1% in 1999.

Depreciation and amortization expense increased 17.1% as a result of acquisition
activity that occurred in 1998. Net interest expense  increased to $27.2 million
from $21.5 million primarily as a result of the higher weighted average drawings
on our senior bank  indebtedness and the termination of the collar agreement for
$1.6 million.

Other  income  increased to $7.5 million in the three months ended June 30, 1999
from almost nothing in the corresponding period due to the Company's recognition
of the gain attributable to the asset exchange with Intermedia on June 1, 1999.




                                       23
<PAGE>


The  following  table  illustrates  the  Company's  operating  activities  on  a
comparative basis:

                   Six Months Ended June 30, 1999 Compared to
                   Six Months Ended June 30, 1998 (Unaudited)
<TABLE>

                                                          ---------------------------------------------------
                                                              Six Months Ended          Six Months Ended
                                                                June 30, 1999            June 30, 1998
                                                          ---------------------------------------------------
                                                                           % of                     % of
                                                              Amount     Revenue     Amount      Revenue
                                                              ------     -------     ------      -------
            In thousands
<S>                                                        <C>              <C>      <C>             <C>
            Revenue...................................     $   146,713      100.0%   $   113,595     100.0%
            Expenses
                Operating expenses....................          78,550       53.6         58,794      51.7
                Corporate expenses....................           3,369        2.3          3,511       3.1
                Depreciation and amortization.........          62,103       42.3         50,909      44.8
                                                           -----------    -------    -----------   -------
                       Total expenses.................         144,022       98.2        113,214      99.6
                                                           -----------    -------    -----------   -------
            Operating income..........................           2,691        1.8            381       0.4
            Interest expense, net.....................         (52,552)     (35.8)       (41,379)    (36.4)
            Income tax benefit........................           1,387        0.9              -         -
            Other income (expense)....................           9,180        6.3             (2)        -
                                                           -----------    -------    -----------   -------
            Net loss..................................     $   (39,294)     (26.8)%  $   (41,000)    (36.0)%
                                                           ===========    =======    ===========   =======
            EBITDA                                         $    64,794       44.1%   $    51,290      45.2%
                                                           ===========    =======    ===========   =======
            Basic subscribers.........................         710,200                   610,800
            Premium units.............................         292,500                   265,400
</TABLE>

Revenue increased 29.2%, or approximately $33.1 million, to approximately $146.7
million for the six months ended June 30, 1999 from approximately $113.6 million
for the six months  ended  June 30,  1998.  Revenue  per  subscriber,  per month
increased  to $35.11 in the three  months ended June 30, 1999 from $33.73 in the
same period a year earlier,  reflecting  the  acquisition  of  subscribers  with
higher  rates,  increased  service  rates and new service  offerings.  Operating
expenses  increased   approximately   33.6%  and  corporate  expenses  decreased
approximately  4.0%,  respectively,  for the six months ended June 30, 1999 from
the six months ended June 30, 1998.  The increase in the percentage of operating
expenses  to  revenue  was  primarily  attributable  to  relative  increases  in
programming and personnel related costs and non-recurring marketing expenses and
expenses  related to Year 2000 issues.  As a result of the previous  discussion,
EBITDA  margin  decreased  from 45.2% for the six months  ended June 30, 1998 to
44.1% for the six months ended June 30, 1999.

Depreciation  and  amortization  increased  22.0%  as a  result  of  acquisition
activity that occurred in 1998. Net interest expense  increased to $52.6 million
from $41.4 million primarily as a result of the higher weighted average drawings
on the Company's senior bank indebtedness.

Other  income  increased  to $9.2  million in the six months ended June 30, 1999
from almost nothing in the corresponding period due to the Company's recognition
of the gain  attributable to the asset exchange with Intermedia on June 1, 1999,
the sale of cable television  systems to Helicon on January 7, 1999 and the sale
of certain real estate during the period.

Liquidity and Capital Resources

The cable television  business  generally requires  substantial  capital for the
construction,   maintenance  and  expansion  of  cable  plant  and  distribution
equipment.  In  addition,  we have  pursued  selective  acquisitions.  Since our
founding in 1995, our cash received from equity investments, bank borrowings and
other debt issued by FrontierVision  Operating Partners, L.P. (which we refer to
as "FVOP") and FrontierVision  Holdings,  L.P. (which we refer to as "Holdings")
has been  sufficient  to  finance  our  acquisitions  and,  together  with  cash
generated from  operating  activities,  also has been  sufficient to service our
debt, provide sufficient working capital and fund required capital expenditures.
We intend to continue to finance such debt service,  working capital and capital
expenditure   requirements  through  a  combination  of  cash  from  operations,
indebtedness  and equity  capital  sources.  We believe


                                       24
<PAGE>


that we  will  continue  to  generate  cash  and be  able  to  obtain  financing
sufficient to meet such  requirements.  Our ability to meet our debt service and
other  obligations  will depend upon our future  performance  which, in turn, is
subject to general economic conditions and to financial, political, competitive,
regulatory and other factors, many of which are beyond our control.

Amended Bank Credit Facility

Drawings on our amended  bank credit  facility,  along with cash flow  generated
from operations and high yield debt  financing,  have been sufficient to finance
capital  improvement  projects  as well  as  acquisitions.  We  have  adequately
serviced our debt in accordance  with the  provisions of the amended bank credit
facility from EBITDA of  approximately  $64.8 million  generated by FVOP for the
six months ended June 30, 1999.

On December  19,  1997,  we amended our existing  senior bank  indebtedness  and
entered  into an $800.0  million  amended  bank credit  facility  with The Chase
Manhattan  Bank,  as  administrative  agent,  J.P.  Morgan  Securities  Inc., as
syndication  agent,  CIBC Inc., as  documentation  agent,  and the other lenders
signatory  thereto.  The amended bank credit facility includes a $300.0 million,
7.75-year reducing revolving credit facility,  a $250.0 million,  7.75-year term
loan and a $250.0 million, 8.25-year term loan.

At June 30, 1999, we had $175.0 million  outstanding  under the revolving credit
facility,  $244.4 million  outstanding  under the 7.75 year term loan and $250.0
million outstanding under the 8.25 year term loan. The weighted average interest
rates at June 30, 1999 on the outstanding  borrowings under the revolving credit
facility  were  approximately  7.30%,  and under the 7.75 year term loan and the
8.25 year term loan were approximately  7.31% and 7.43%,  respectively.  We have
entered into interest rate protection  agreements to hedge the underlying  LIBOR
rate exposure for $287.5 million of borrowings through November 1999 and October
2001.  For the three months ended June 30, 1999,  we  recognized  an increase to
interest  expense of  approximately  $2.1 million as a result of these  interest
rate swap agreements and the termination of the collar agreement.

In general,  the amended  bank credit  facility  requires us to use the proceeds
from any equity or subordinated debt issuance or any cable system disposition to
reduce indebtedness for borrowings under the amended bank credit facility and to
reduce  permanently  commitments  thereunder,   subject  to  certain  exceptions
permitting  us to use such  proceeds  to fund  certain  permitted  acquisitions,
provided that we are otherwise in compliance  with the terms of the amended bank
credit facility.

The  amended  bank  credit  facility  is secured by a pledge of all  limited and
general partnership interests in FVOP and in any of our restricted  subsidiaries
and a first priority lien on all the tangible and intangible  assets of FVOP and
each of its restricted subsidiaries. In addition, in the event of the occurrence
and  continuance of an event of default under the amended bank credit  facility,
the  administrative  agent is entitled to replace our general  partner  with its
designee.

Holdings as the general partner of FVOP,  guarantees the indebtedness  under the
amended  bank credit  facility on a limited  recourse  basis.  The amended  bank
credit  facility  is  also  secured  by a  pledge  of all  limited  and  general
partnership  interests  in FVOP and a first  priority  lien on all the assets of
FVOP and its subsidiaries.

Senior Subordinated Notes

On October 7, 1996, FVOP issued $200.0 million aggregate principal amount of 11%
senior  subordinated  notes due 2006.  The notes  mature on October 15, 2006 and
bear  interest at 11%,  with interest  payments due  semiannually  commencing on
April 15, 1997. The notes are general  unsecured  obligations of  FrontierVision
and rank  subordinate  in right of payment to all existing and any future senior
indebtedness.  In  anticipation  of the  issuance of the notes,  we entered into
deferred  interest rate setting  agreements to reduce the interest rate exposure
related to the notes. The financial statement effect of these agreements will be
to increase the  effective  interest rate which  FrontierVision  incurs over the
life of the notes.


                                       25
<PAGE>


Senior Discount Notes, Series A

Holdings and  FrontierVision  Holdings  Capital  Corporation were formed for the
purpose of acting as co-issuers of $237.7 million aggregate  principal amount at
maturity of 11 7/8% senior discount notes due 2007. FVP contributed to Holdings,
both directly and indirectly,  all of the outstanding partnership interests FVOP
prior to the  issuance  of the  discount  notes on  September  19, 1997 and as a
result,   FVOP  and   FrontierVision   Capital   Corporation  are   wholly-owned
consolidated subsidiaries of Holdings.  Holdings contributed the majority of the
net proceeds of the discount notes,  totaling  approximately  $142.3 million, to
FVOP as a capital contribution.

Senior Discount Notes, Series B

Holdings and FrontierVision  Holdings Capital II Corporation acted as co-issuers
of $91.3  million  aggregate  principal  amount at  maturity  of 11 7/8%  senior
discount  notes due 2007,  Series B.  Holdings  Capital  II was  formed  for the
purpose of acting as co-issuer on these discount notes.  The discount notes were
issued on  December  2,  1998.  Holdings  contributed  the  majority  of the net
proceeds of approximately  $72.8 million from the issuance of the discount notes
to FVOP as a capital contribution.

Cash Flows From Operating Activities

Cash flows from operating activities for the six months ended June 30, 1999 were
$37.2 million  compared to $29.9 million for the six months ended June 30, 1998.
The  increase  was  primarily  a result of cable  television  system  operations
acquired during 1998.

Cash Flows From Investing Activities

Investing  cash flows  were  primarily  used to fund  capital  expenditures  and
acquire cable television systems.  Capital expenditures for the six months ended
June 30, 1999 were approximately  $46.9 million compared to approximately  $23.3
million for the six months ended June 30, 1998. Capital  expenditures  primarily
consisted of expenditures  for the construction and expansion of cable plant and
distribution  equipment,  and  additional  costs  were  incurred  related to the
expansion  of  customer  service  facilities.  We invested  approximately  $68.8
million in acquisitions  during the six months ended June 30, 1998 compared with
$12.9 million in acquisitions during the six months ended June 30, 1999. We also
received net  proceeds  from the  disposition  of assets of  approximately  $6.7
million for the six months ended June 30, 1999.

Cash Flows From Financing Activities

We  financed  acquisitions  during  the six  months  ended  June 30,  1998  with
borrowings  under our senior bank  indebtedness.  An asset  exchange and capital
expenditures  were financed with borrowings  under our senior bank  indebtedness
for the six months ended June 30, 1999.

For the six months ended June 30, 1999, FVOP received approximately $9.0 million
as  a  capital  contribution.  This  amount  represents  the  amount  loaned  to
FrontierVision  Partners,  L.P.  (which  we  refer  to  as  "FVP")  by  Adelphia
Communications  Corporation as consideration for part of the asset exchange with
Intermedia Partners, LP IV. This amount was contributed by FVP to Holdings.
Holdings in turn contributed the amount to FVOP.

From inception through December 31, 1998, FVP received a total of $199.4 million
of debt and  equity  contributions  from  its  partners,  all of which  has been
invested in Holdings and then  contributed to FVOP.  Such amount  represents the
contractual maximum amount committed by FVP's partners.

Year 2000

Many  existing  hardware  and  software  elements of computer  systems and other
technologies  represent the year as a two-digit number.  Such representation may
cause  software  and  hardware  malfunctions  to  occur  as  a  system  date  or



                                       26
<PAGE>

application  date  crosses the Year 2000  boundary.  This might  happen when the
actual century turns, the date of some input data exceeds January 1, 2000 and/or
the  system or  application  must  internally  refer to a date that  occurs  on,
before, or after January 1, 2000.

During 1998 and into 1999, we continued a review of the Year 2000 issue with the
objective of formulating a plan to identify and correct any system  malfunctions
which might occur due to Year 2000  issues.  An informal  task force,  comprised
solely of  FrontierVision  employees,  was  established in the fourth quarter of
1997 to determine  which of our mission  critical  business  processes  could be
impacted by Year 2000 issues.  Those mission  critical  business  processes that
were identified as subject to Year 2000 issues are as follows:  Signal Delivery,
Franchise Services, Service Delivery and Revenue Collection.

The following table illustrates the primary  components of each of the Year 2000
effected mission critical business processes:
<TABLE>

    ------------------------ ---------------------------------------- ----------------------------------
    Mission Critical
    Business Process         Description                              Significant Components
    ------------------------ ---------------------------------------- ----------------------------------
    <S>                      <C>                                            <C>
    Signal Delivery          Process of receiving a video signal from       Headend equipment
                             satellite or broadcast sources and             Plant infrastructure
                             transmitting that signal via fiber-optic and   Programming suppliers
                             co-axial cable to a customer's residence
                             or place of business.
    Franchise Services       The performance of tasks specifically          Local origination
                             required by local or national regulatory       Emergency broadcast
                             agencies.
    Service Delivery         The ongoing process of responding timely       Customer call center infrastructure
                             to customer service requests.                  Dispatch equipment
    Revenue Collection       The process of collecting customer billings    Subscriber management systems
                             and utilizing those cash receipts for          Cash management
                             necessary corporate purposes.
</TABLE>

Since the task force was  established,  FrontierVision  management has committed
additional  internal and external resources to address Year 2000 issues.  During
the  third  quarter  of 1998,  we  engaged  an  external  third-party  Year 2000
consultant  to review our informal task force's Year 2000 efforts to date and to
produce a formal,  written Year 2000  project  plan.  This plan  provides a work
schedule for us to address our Year 2000 Issues by December 31, 1999. Since that
date, we have formally  adopted a Year 2000 Compliance  Plan,  discussed in more
detail below.  We have entered into  cooperative  agreements with other multiple
system operators to share pertinent assessment information.

We have  established  a Year 2000 team which  currently  consists of a part-time
Project Manager and one full-time Project Administrator. The Year 2000 team also
involves certain  individuals in FrontierVision  who are subject matter experts,
for example,  engineering  and  information  technology.  The Project Manager is
accountable  directly to our senior  management team, who in turn is accountable
to FrontierVision's general partner.

The Year 2000 Compliance Plan,  consists of an awareness  program,  a prevention
program and a find and fix program. The awareness program is designed to educate
employees and customers on the implications of Year 2000 Issues.  Employees have
been trained on our Year 2000  Compliance  Plan and their role in the success of
the Plan has been  communicated.  The prevention  program is designed to prevent
new problems from arising while we resolve existing problems. For example, since
October  30,  1998,  we have  required a Year 2000  compliance  warranty  on all
purchase  orders to ensure that vendors ship to  FrontierVision  only  equipment
that  they  have  warranted  is Year 2000  compliant.  The find and fix  program
includes three phases: inventory,  assessment and remediation,  and is initially
focused on mission critical business processes.

The inventory phase consists of a physical inventory of all susceptible business
components within each mission critical business process.  A physical  inventory
of the components used in certain of our mission critical business processes was
initiated  during 1998. We  substantially  completed the inventory  phase of the
mission  critical  items


                                       27
<PAGE>


on January 31, 1999. We initiated  random inventory  verification  audits during
the  last  part of the  second  quarter  of 1999.  The  inventory  consisted  of
specifically  identifying  each  component/system  (both  internal  and external
systems)  of a mission  critical  business  process.  Internal  systems  include
computer systems and related software  (information  technology systems) as well
as systems and devices that manage the distribution of cable television  service
to customers (non information technology systems).  External systems include our
third party billing service provider and subscriber  management system,  banking
partners  (including  cash  management,   lockbox  providers  and  lenders)  and
programming providers.

An end product of the inventory phase is a  comprehensive  database which allows
us to  review  any  of our  business  components  by,  among  other  attributes,
manufacturer/supplier,  geographic  location,  compliance status or asset class.
This database allows us to  electronically  track the assessments for each item.
Once an assessment  is made on a given item,  the  assessment  is  automatically
linked to the individual inventory piece.  Furthermore,  the database allows for
the tracking of remediation  efforts at the inventory level,  including the date
the item was ordered,  the expected and actual cost,  who the repair is made by,
when it is made and who tests the repair. This method of item management ensures
normalization  of  the  descriptions  of  like  items,   enhancing  the  overall
efficiency of the project.

We are also in the process of communicating  with our significant  suppliers and
service  providers of mission  critical  business  processes to determine  their
position with regard to Year 2000 issues and evaluating the potential  impact on
FrontierVision  if those third  parties  fail to  remediate  their own Year 2000
issues.  We have received  responses from or we have checked  internet sites for
approximately  56% of such  significant  suppliers  and service  providers;  the
majority of which are currently in their own assessment and remediation  phases.
Material  relationships with third parties include utility companies  (providing
power to the cable plant),  telephone companies  (providing  communication lines
for use in  customer  contact,  employee  communications  and in  data  transfer
related  to  subscriber  and  billing   management   information   systems)  and
programming  and  equipment  vendors  (providing  the  product   distributed  by
FrontierVision as well as maintenance and construction materials).

Since the  inventory  phase was  completed,  the Year 2000 team has  focused  on
assessing  each  business  component's  vulnerability  to Year 2000 issues.  The
assessment phase requires  management to attain a high degree of confidence that
FrontierVision prevents Year 2000 problems with respect to components of mission
critical  business  processes and minimize  such problems in other  non-critical
areas,  while  controlling  replacement  costs.  To ensure that the most at-risk
components/systems  are assessed first, the initial task in the assessment stage
was the prioritization of each  equipment/system in the project database.  Items
of  inventory  have  been  reviewed  for  Year  2000   compatibility   first  by
cross-referencing  the project  database to  materials  received  from  vendors,
industry  groups and other  multiple  systems  operations,  second by contacting
vendors as  necessary  and finally,  by making an  "in-house"  determination  of
compatibility  where no other  information is available.  The end product of the
assessment  phase  for  each  item  is the  determination  of  whether  a  given
component/system  is to be replaced or upgraded or whether specific  contingency
plans are needed.  The company  substantially  completed the assessment phase on
June 15, 1999.

Approximately  95% of the total  inventory  components  in our  headends,  plant
infrastructure and customer service  infrastructure  have proven to have no date
sensitive components.  Of the remaining 5% subject to future  investigation,  we
have completed  assessments on 99% of the  components and have  determined  that
less than 9% of these to be non-compliant  with respect to Year 2000 issues. The
majority  of  these  non-compliant   items  relate  to  information   technology
equipment.  Upgrades  are  available  to bring a majority  of these  information
technology items into Year 2000 compliance.


After the assessment  phase is completed for a given component and the component
is  found  to  have a  Year  2000  issue,  the  remediation  phase  begins.  The
remediation phase includes the following activities:

          o    A  decision  is made as to the  optimal  remedy  of the Year 2000
               issue.

          o    A purchase order is placed for the new component or upgrade.

          o    Based upon the expected delivery date, the appropriate  resources
               are scheduled to complete the implementation.



                                       28
<PAGE>

          o    After the new component is implemented,  dependent testing occurs
               to  verify  that  remediations  do not  introduce  new Year  2000
               problems.

If  remediation  is  determined  to be  impossible  with  respect  to a business
component, the Year 2000 team will create an appropriate contingency plan.

As of August 6, 1999,  our overall  progress in the find and fix program for our
mission critical systems as follows:

--------------------------------------------------------------------------------
                                Percentage Complete      Completion Date or
Phase                                of Phase          Expected Completion Date
--------------------------------------------------------------------------------
Inventory                              100%            January 31, 1999
Assessment                              99%            June 15, 1999
Remediation                             72%            November 30, 1999

The expected  completion  date set forth above for  remediation  is based on our
current  expectations.  We are  also  dependent  on  our  suppliers  for  timely
fulfillment  of  purchase  orders  that  will be made to  replace  non-compliant
equipment and assistance in installations.  In addition, the current remediation
timetable does not allow for a significant  amount of time for testing.  Further
delays in the  assessment  phase and/or delays in the  purchasing and receipt of
replacement  equipment further reduces the time available for testing and places
additional  risk on the successful  completion of the  remediation  phase.  As a
result,  no  assurances  can be given as to whether  each of the phases  will be
completed on schedule due to uncertainties which are inherent in the remediation
of Year 2000 Issues.

To date, we have expended  approximately  $4,000,000 to replace  components with
Year 2000  issues.  The  majority of this amount  relates to  replacing  certain
advertising sales equipment.  Based on the assessment  results, we plan to spend
an  additional  $200,000 in  replacing  equipment  with known Year 2000  Issues.
Furthermore,  as of July 31, 1999,  we have expended  approximately  $330,000 in
third-party  consulting  fees  and  expect  to spend an  additional  $25,000  in
external fees in  conjunction  with the Year 2000 project team through  December
31, 1999.

We have budgeted in excess of $1,000,000 in incremental capital expenditures for
fiscal year 1999 to complete  the Year 2000  compliance  plan.  At this point in
time,  these  budgeted  amounts appear to be sufficient to correct our Year 2000
issues.

While management  believes that the Year 2000 compliance plan will significantly
reduce  the risks  associated  with the  transition  to the year 2000  through a
process of  inventory,  assessment  and  remediation,  we have yet to develop or
implement any significant  contingency  plans. There can be no assurance that we
will  identify  all Year 2000 issues or that we will be able to remedy each Year
2000 issue. A failure to sufficiently correct a material Year 2000 problem could
cause us to suffer an  interruption or a failure of certain  important  business
operations.  Additionally,  the  failure  of a material  external  (third-party)
system  may cause us to  experience  an  interruption  or a failure  of  certain
important business operations.  The interruption or failure by FrontierVision in
an important  business  operation  may cause a material,  adverse  impact on our
financial  position.  It is not management's  intention that certain information
technology  and  technical  enhancement  projects  planned will be deferred as a
result  of  the  cost  to  address  Year  2000  issues.  Additionally,  although
management  believes that a combination of cash from operations and indebtedness
will fund the costs  associated with correcting Year 2000 issues,  no assurances
can be given that costs  ultimately  required  to be paid to ensure the our Year
2000  readiness  will not have an adverse  effect on our financial  position and
results of operations.




                                       29
<PAGE>


PART II.          OTHER INFORMATION


Items 1 through 5.

    None.

Item 6

    (a)  Exhibits

        3.1     Amended  and  Restated  Agreement  of  Limited  Partnership  for
                FrontierVision Operating Partners, L.P. (3)
        3.2     Certificate of Limited Partnership for FrontierVision  Operating
                Partners, L.P. (1)
        3.16    Agreement of Limited Partnership of Holdings. (3)
        3.17    Certificate of Limited Partnership of Holdings. (3)
        3.18    Certificate of Incorporation of FrontierVision  Holdings Capital
                Corporation. (3)
        3.19    Bylaws of FrontierVision Holdings Capital Corporation. (3)
        4.1     Indenture  dated as of  October 7,  1996,  among  FrontierVision
                Operating Partners, L.P., FrontierVision Capital
                Corporation and Colorado National Bank, as Trustee. (2)
        4.2     Indenture dated as of September 19, 1997,  among  FrontierVision
                Holdings, L.P.,  FrontierVision Holdings Capital Corporation and
                U.S. Bank National  Association d/b/a Colorado National Bank, as
                Trustee. (3)
        4.3     Indenture  dated as of  December 9, 1998,  among  FrontierVision
                Holdings,  L.P.,  FrontierVision Holdings Capital II Corporation
                and U.S. Bank National Association, as Trustee. (4)
        27.1    Financial Data Schedule as of and for the six-month period ended
                June 30, 1999.
       ---------------

       Footnote References
        (1)   Incorporated  by  reference  to  the  exhibits  to  FrontierVision
              Operating  Partners,  L.P.'s  Registration  Statement on Form S-1,
              File No. 333-9535.
        (2)   Incorporated  by  reference  to  the  exhibits  of  FrontierVision
              Operating Partners,  L.P.'s Quarterly Report on Form 10-Q, for the
              quarter ended September 30, 1996, File No. 333-9535.
        (3)   Incorporated  by  reference  to the  exhibits to the  Registration
              Statement on Form S-4, File No.  333-36519.  (4)  Incorporated  by
              reference  to the exibits to the  Registration  Statement  on Form
              S-4, File No. 333-75567.


    (b)  Reports on Form 8-K

         An Item 5 Form 8-K was  filed on June 8,  1999  relating  to  Holdings'
         completion of an exchange offer.



                                       30
<PAGE>


                                   SIGNATURES


       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
Registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned thereunto duly authorized.

                             FRONTIERVISION HOLDINGS, L.P.

                             By:    FrontierVision Partners, L.P., its general
                                    partner,
                                    By:      FVP GP, L.P., its general partner
                                    By:      FrontierVision Inc., its general
                                             partner
                                    By:      /s/  ALBERT D. FOSBENNER
                                             --------------------------
                                             Albert D. Fosbenner
                                             Senior Vice President and Treasurer


Date:    August 13, 1999            By:      /s/  ALBERT D. FOSBENNER
                                             --------------------------
                                             Albert D. Fosbenner
                                             Senior Vice President and Treasurer


                             By:      /s/  ALBERT D. FOSBENNER
                                      --------------------------
                                      Albert D. Fosbenner
                                      Senior Vice President and Treasurer
                                      (Principal Accounting Officer)


                             FRONTIERVISION HOLDINGS CAPITAL CORPORATION


Date:  August 13, 1999       By:      /s/  ALBERT D. FOSBENNER
                                      ---------------------------
                                      Albert D. Fosbenner
                                      Senior Vice President and Treasurer


                             By:      /s/  ALBERT D. FOSBENNER
                                      ---------------------------
                                      Albert D. Fosbenner
                                      Senior Vice President and Treasurer
                                      (Principal Accounting Officer)


                             FRONTIERVISION HOLDINGS CAPITAL II CORPORATION


Date:  August 13, 1999       By:      /s/  ALBERT D. FOSBENNER
                                      ---------------------------
                                      Albert D. Fosbenner
                                      Senior Vice President and Treasurer


                             By:      /s/  ALBERT D. FOSBENNER
                                      ---------------------------
                                      Albert D. Fosbenner
                                      Senior Vice President and Treasurer
                                      (Principal Accounting Officer)



                                       31
<PAGE>