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 March 31, 1998

                                       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

                          FRONTIERVISION HOLDINGS, L.P.
                  FRONTIERVISION HOLDINGS CAPITAL CORPORATION*
           (Exact names of Registrants as specified in their charters)

            Delaware                                        84-1432334
            Delaware                                        84-1432976
 (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 outstanding as of May 14, 1998: 100.

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




<PAGE>


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


                      FOR THE QUARTER ENDED MARCH 31, 1998


                                      INDEX

<TABLE>

PART I.  Financial Information                                                                      PAGE

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

                  Balance Sheets of FrontierVision Holdings Capital Corporation............................14
                  Note to the Balance Sheets ..............................................................15

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of Operations.........................................16

PART II.          Other Information........................................................................22

</TABLE>



                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

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



<TABLE>
                                                                       -----------------------------
                                                                       March 31,          December 31,
                                                                         1998                 1997
                                                                       --------            --------
                                                                     (Unaudited)
                                    ASSETS
<S>                                                                    <C>                 <C>
Cash and cash equivalents                                              $ 12,022            $  4,728
Accounts receivable, net of allowance for doubtful accounts
   of $558 and $640                                                       7,273               8,071
Prepaid expenses and other                                                3,428               2,785
Investment in cable television systems, net:
   Property and equipment                                               251,151             247,724
   Franchise cost and other intangible assets                           634,954             637,725
                                                                       --------            --------
      Total investment in cable television systems, net                 886,105             885,449
                                                                       --------            --------
Deferred financing costs, net                                            23,738              24,242
Earnest money deposits                                                    2,000               2,000
                                                                       --------            --------
      Total assets                                                     $934,566            $927,275
                                                                       ========            ========

                   LIABILITIES AND PARTNERS' CAPITAL
Accounts payable                                                       $  2,155            $  2,770
Accrued liabilities                                                      16,950              15,126
Subscriber prepayments and deposits                                       2,200               1,828
Accrued interest payable                                                 10,964               5,064
Debt                                                                    806,693             787,047
                                                                       --------            --------
     Total liabilities                                                  838,962             811,835
                                                                       --------            --------

Partners' capital:
   FrontierVision Partners, L.P.                                         95,508             115,325
   FrontierVision Holdings, LLC                                              96                 115
                                                                       --------            --------
      Total partners' capital                                            95,604             115,440
Commitments

                                                                       --------            --------
      Total liabilities and partners' capital                          $934,566            $927,275
                                                                       ========            ========


</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
                                           Months Ended        Months Ended
                                             March 31,           March 31,
                                               1998                1997
                                              --------          --------


<S>                                           <C>               <C>     
Revenue                                       $ 53,819          $ 31,555
Expenses:
    Operating expenses                          27,693            16,783
    Corporate administrative expenses            1,566             1,001
    Depreciation and amortization               23,641            14,059
    Storm related costs                            705              --
                                              --------          --------
        Total expenses                          53,605            31,843
                                              --------          --------
Operating income/(loss)                            214              (288)
Interest expense, net                          (19,922)          (10,478)
Other expense                                     (128)              (52)
                                              --------          --------
Net loss                                      $(19,836)         $(10,818)
                                              ========          ========

Net loss allocated to:
FrontierVision Partners, L.P.                 $(19,817)         $(10,807)
     (General  Partner)
FrontierVision Holdings, LLC                       (19)              (11)
                                              --------          --------
     (Limited Partner)                        $(19,836)         $(10,818)
                                              ========          ========
</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, 1997                  $ 115,325          $     115          $ 115,440
    Net loss (Unaudited)                      (19,817)               (19)           (19,836)
                                            ---------          ---------          ---------
Balance, March 31, 1998 (Unaudited)         $  95,508          $      96          $  95,604
                                            =========          =========          =========

</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 Three    For the Three
                                                                        Months Ended     Months Ended
                                                                          March 31,        March 31,
                                                                            1998             1997
                                                                         --------          --------

Cash Flows From Operating Activities:
<S>                                                                      <C>               <C>
  Net loss                                                               $(19,836)         $(10,818)
  Adjustments to reconcile net loss to net
       cash flows from operating activities:
       Depreciation and amortization                                       23,641            14,059
       Net loss on disposal of assets                                         128              --
       Amortization of deferred debt issuance costs                           664               510
       Accretion of interest on indebtedness                                4,646               225
       Changes in operating assets and liabilities, net of
           effect of acquisitions:
           Accounts receivable                                                641               431
           Prepaid  expenses and other                                       (452)             (375)
           Accounts payable and accrued liabilities                         1,073              (996)
           Subscriber prepayments and deposits                                424               (63)
           Accrued interest payable                                         5,900             5,431
                                                                         --------          --------
               Total adjustments                                           36,665            19,222
                                                                         --------          --------
               Net cash flows from operating activities                    16,829             8,404
                                                                         --------          --------
Cash Flows From Investing Activities:
  Capital expenditures                                                     (9,475)           (4,982)
  Pending acquisition costs                                                    42              (826)
  Cash paid for franchise costs                                                (2)             --
  Earnest money deposits                                                       --            (1,030)
  Cash paid in acquisitions of cable television systems                   (14,940)          (13,981)
                                                                         --------          --------
                Net cash flows from investing activities                  (24,375)          (20,819)
                                                                         --------          --------
Cash Flows From Financing Activities:
  Debt borrowings                                                          15,000              --
  Principal payments on capital lease obligations                            --                 (70)
  Increase in deferred financing fees                                        --                  (2)
  Offering costs related to Senior Subordinated Notes                         (23)              (94)
  Offering costs related to Senior Discount Notes                            (137)             --
  Partner capital contributions                                              --              14,946
                                                                         --------          --------
                        Net cash flows from financing activities           14,840            14,780
                                                                         --------          --------
Net Increase (Decrease) in Cash and Cash Equivalents                        7,294             2,365
Cash and Cash Equivalents, beginning of period                              4,728             3,639
                                                                         --------          --------
Cash and Cash Equivalents, end of period                                 $ 12,022          $  6,004
                                                                         ========          ========

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest                                                 $  8,824          $  4,339
                                                                         ========          ========


</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 therefore, at that time, FVOP and its wholly-owned
subsidiary, FrontierVision Capital Corporation ("Capital"), became wholly-owned,
consolidated  subsidiaries of Holdings.  The Formation Transaction was accounted
for as if it were a pooling of interests.  As used herein,  the "Company" refers
to Holdings,  Holdings Capital,  FrontierVision  Operating Partners, Inc. ("FVOP
Inc."), FVOP and Capital.

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.

The Company 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 of $65,500 with the remainder placed in
escrow to finance pending acquisitions.

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, 1997 (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 three months ended
March 31, 1998,  are not  audited.  In  management's  opinion,  all  adjustments
considered  necessary for a fair  presentation of such financial  statements are
included and all such  adjustments  are of a normal and  recurring  nature.  The
results for the  three-month  period  ended  March 31, 1998 are not  necessarily
indicative of the results for the entire 1998 fiscal year.

RECLASSIFICATIONS

Certain amounts have been reclassified for comparative purposes.



                                       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)

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  $705 due to the ice  storms.  Additionally,  the
Company  has  incurred  approximately  $540 of  capital  expenditures  to repair
damaged  subscriber  drops.  The Company  expects the loss to be isolated to the
first quarter of 1998, although the long-term financial effect of the ice storms
cannot be determined.


(2)      ACQUISITIONS AND DISPOSITIONS

The Company has completed several acquisitions during the periods presented. 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 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,
plant and equipment and to intangible  assets will be  respectively  depreciated
and  amortized,  prospectively  from  the  date of  acquisition  based  upon the
Company's useful lives and amortization  periods.  The following table lists the
acquisitions and the purchase price allocation for each.

<TABLE>

-------------------------------------------------------------------------------------------------------------------------
                 Predecessor Owner                   Primary Location of Systems     Date Acquired    Acquisition Cost (a)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                        <C>                 <C>
Bluegrass Cable Partners, L.P.                                 Kentucky             March 20, 1997            $10,400
Clear Cable T.V., Inc. and B&G Cable T.V.  Systems, Inc.       Kentucky             March 31, 1997             $1,800
Milestone Communications of New York, L.P.                       Ohio               March 31, 1997             $3,000
Triax Associates I, L.P. ("Triax I")                             Ohio                May 30, 1997             $34,900
Phoenix Front Row Cablevision                                    Ohio                May 30, 1997              $6,900
PCI Incorporated                                               Michigan             August 29, 1997           $13,600
SRW, Inc.'s Blue Ridge Cable Systems, L.P.           Tennessee and North Carolina  September 3, 1997           $4,100
A-R Cable Services - ME, Inc. ("Cablevision")                   Maine              October 31, 1997           $78,800
Harold's Home Furnishings, Inc.                       Pennsylvania and Maryland    October 31, 1997            $1,600
TCI  Cablevision of Vermont, Inc. and Westmarc
   Development Joint Venture ("TCI-VT/NH")             Vermont and New Hampshire    December 2, 1997          $34,700
Cox Communications, Inc. ("Cox-Central Ohio")                    Ohio              December 19, 1997         $204,200*
TVC-Sumpter  Limited  Partnership and North Oakland
   Cablevision Partners Limited Partnership                    Michigan              March 6, 1998            $14,300*
---------------
</TABLE>
(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
March 31, 1998.
*     Subject to adjustment.




                                       8
<PAGE>


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

(2)      ACQUISITIONS AND DISPOSITIONS (continued)

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

<TABLE>
                                                 --------------------------------
                                                  Acquisitions        Acquisitions
                                                  for the Three       for the Three
                                                  Months Ended         Months Ended
                                               March 31, 1998 (a)   March 31, 1997 (a)
                                                   ------------      -------------
<S>                                                  <C>                <C>
Property, plant and equipment                        $  3,550           $  5,760
Franchise costs and other intangible assets            11,440              9,132
                                                     --------           --------
  Subtotal                                             14,990             14,892
                                                     --------           --------
Net working capital deficit                               (50)              (411)
Less - Earnest money deposits applied                    --                 (500)
                                                     --------           --------
  Total cash paid for acquisitions                   $ 14,940           $ 13,981
                                                     ========           ========
</TABLE>
------------
(a) The combined  purchase price includes purchase price adjustments for certain
acquisitions consummated prior to the respective periods.

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  for the three  months  ended  March 31, 1997
assuming the Triax I,  Cablevision,  TCI-VT/NH and Cox-Central Ohio acquisitions
(the "Acquisitions") had been consummated on January 1, 1997, are as follows:

<TABLE>
                                                             --------------------------------------
                                                                 Three Months Ended March 31, 1997
                                                             --------------------------------------
                                                             Historical                      Pro Forma
                                                              Results     Acquisitions       Results
                                                             --------       --------       --------
<S>                                                          <C>            <C>            <C>
Revenue                                                      $ 31,555       $ 16,853       $ 48,408
Operating, selling, general and administrative expenses       (17,784)        (9,022)       (26,806)
Depreciation and amortization                                 (14,059)        (6,885)       (20,944)
                                                             --------       --------       --------
Operating income (loss)                                          (288)           946            658
Interest and other expenses                                   (10,530)        (9,801)       (20,331)
                                                             --------       --------       --------
Net loss                                                     $(10,818)      $ (8,855)      $(19,673)
                                                             ========       ========       ========
</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.

On  December  12,  1997,  the  Company   entered  into  an  agreement  with  the
shareholders of New England Cable Television of Massachusetts, Inc. ("NECMA") to
acquire  all of the  outstanding  stock  of NECMA  for a price of  approximately
$44,700.  NECMA is a  Massachusetts  S-Corporation  which owns cable  television
assets in  Massachusetts.  The Company had advanced  $2,000 as an earnest  money
deposit related to this transaction as of March 31, 1998, and the stock purchase
was completed on April 3, 1998.

On December 19, 1997, the Company entered into an asset purchase  agreement with
TCI Cablevision of Ohio, Inc. to acquire certain cable television assets in Ohio
for a cash purchase price of $10,000. This acquisition was completed on April 1,
1998.

On January 16, 1998, the Company  entered into an asset purchase  agreement with
Ohio Cablevision  Network,  Inc. to acquire certain cable  television  assets in
Ohio for a cash purchase price of $38,000.



                                       9
<PAGE>

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

(2)       ACQUISITIONS AND DISPOSITIONS (continued)

ASSET EXCHANGE

On December 12, 1997, the Company entered into an asset exchange  agreement with
Comcast  Cablevision of the South to exchange certain cable television assets in
the Southeast region. This asset exchange was consummated on March 12, 1998.


(3)      DEBT

The Company's debt was comprised of the following:

<TABLE>
                                                                              ------------------------------
                                                                                March 31,       December 31,
                                                                                  1998             1997
                                                                               --------          --------
Bank Credit Facility (a) --
<S>                                                                            <C>               <C>
  Revolving Credit Facility                                                    $   --            $   --
  Term loans, due June 30, 2004, interest based on various
     floating rate options (8.01% and 8.33% weighted average at March
     31, 1998 and December 31, 1997, respectively), payable monthly             447,000           432,000
11% Senior Subordinated Notes due 2006 (b)                                      200,000           200,000
11 7/8% Senior Discount Notes due 2007 (c)                                      159,693           155,047
                                                                               --------          --------
Total debt                                                                     $806,693          $787,047
                                                                               ========          ========
</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. 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.  As of March 31, 1998, the Company was in compliance  with the
         financial covenants of the Amended Credit Facility.

                                       10
<PAGE>

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

(3)      DEBT (continued)

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

         In order to convert  certain of the interest  payable at variable rates
         under the Senior Credit Facility to interest at fixed rates the Company
         has entered into interest  rate swap  agreements  for notional  amounts
         totaling $170,000 and maturing between November 15, 1999 and October 7,
         2000.  According to these agreements,  the Company pays or receives the
         difference  between (1) an average fixed rate of 5.932% and (2) various
         available  floating rate options applied to the same $170,000  notional
         amount  every three months  during the term of the  interest  rate swap
         agreement.  For the three-month  periods ended March 31, 1998 and 1997,
         the  Company  had  recognized  an  increase  in  interest   expense  of
         approximately $56 and $169, respectively, as a result of these interest
         rate swap agreements.

         On October 3, 1997, in order to convert  certain of the future interest
         payable at various rates under future indebtedness, the Company entered
         into a forward  interest rate swap  agreement,  commencing  October 15,
         1998, for a notional amount totaling $150,000,  maturing on October 15,
         2001. According to this agreement,  the Company will pay or receive the
         difference  between (1) a fixed rate of 6.115% and (2) a floating  rate
         based on three month LIBOR applied to the same $150,000 notional amount
         every three months during the term of the interest rate swap agreement.

(b)      Senior Subordinated Notes

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

         In connection with the anticipated  issuance of the Notes in connection
         with the  Offering,  FVOP entered into  deferred  interest rate setting
         agreements to reduce FVOP's  interest rate exposure in  anticipation of
         issuing the Notes.  The cost of such  agreements,  amounting to $1,390,
         will be 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  Subordinated   Notes  Indenture  (the   "Indenture")  has  certain
         restrictions  on incurrence of  indebtedness,  distributions,  mergers,
         asset sales and changes in control of FVOP.

(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.


                                       11
<PAGE>

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

(3)      DEBT (continued)

         The Discount  Notes are unsecured  obligations of Holdings and Holdings
         Capital (collectively,  the "Issuers"),  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 over four
         years 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 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.
("Equity  Holders") are affiliates of the Company,  owning in the  aggregate,  a
37.6% limited  partnership  interest in FVP.  Affiliates  of the Equity  Holders
received  underwriting fees of approximately $3.6 million in connection with the
issuance  of  the  Notes  and  received   compensation   in  the   aggregate  of
approximately  $3.1  million in  connection  with the  issuance of the  Discount
Notes.

The debt of the Company matures as follows:

                      Year Ended December 31 --
                      1998                    $  1,478
                      1999                       8,891
                      2000                      19,805
                      2001                      27,685
                      2002                      35,565
                      Thereafter               713,269
                                              --------
                                              $806,693
                                              ========


(4)      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 three-month  periods ended March 31, 1998
and 1997 was $1,320 and $382, respectively.


                                       12
<PAGE>


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


(4)      COMMITMENTS AND CONTINGENCIES (continued)

Estimated  future  noncancelable  lease  payments  under such lease  obligations
subsequent to March 31, 1998 are as follows:

                            Year Ended December 31 --
                            1998                    $  780
                            1999                       799
                            2000                       575
                            2001                       354
                            2002                       275
                            Thereafter                 309
                                                    ------
                                                    $3,092
                                                    ======

In October 1992,  Congress enacted the Cable Television Consumer and Competition
Act of 1992 (the "1992  Cable  Act") which  greatly  expanded  federal and local
regulation  of the  cable  television  industry.  In  April  1993,  the  Federal
Communications   Commission  (the  "FCC")  adopted  comprehensive   regulations,
effective  September 1, 1993,  governing  rates charged to subscribers for basic
cable and cable  programming  services which allowed cable  operators to justify
regulated rates in excess of the FCC benchmarks through cost of service showings
at both the  franchising  authority level for basic service and at the FCC level
in response to complaints on rates for cable programming services.  The FCC also
adopted  comprehensive and restrictive  regulations allowing operators to modify
their regulated rates on a quarterly or annual basis using various methodologies
that account for the changes in the number of regulated channels, inflation, and
increases in certain  external costs,  such as franchise and other  governmental
fees,  copyright and  retransmission  consent fees, taxes,  programming fees and
franchise related obligations.  The FCC has also adopted regulations that permit
qualifying  small  cable  operators  to  justify  their  regulated  service  and
equipment rates using a simplified cost-of-service formula.

As a result of such actions,  the Company's basic and tier service rates and its
equipment and installation charges (the "Regulated Services") are subject to the
jurisdiction of local franchising  authorities and the FCC. 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 FCC, if a complaint has been filed,  or 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 tier service rates would be retroactive to the
date of  complaint.  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,  as defined in the
franchise.  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.

For a more  detailed  discussion  of the  federal,  state and local  regulations
affecting the Company, see "Legislation and Regulation" in the Holdings 10-K.

The Company and its  affiliates  have  contingent  liabilities  related to legal
proceedings  and other  matters  arising  in the  ordinary  course of  business.
Although it is reasonably  possible the Company may incur losses upon conclusion
of such matters, an estimate of any loss or range of loss cannot be made. In the
opinion  of  management,  it is  expected  that  amounts,  if any,  which may be
required to satisfy such  contingencies  will not be material in relation to the
accompanying consolidated financial statements.


                                       13
<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                 BALANCE SHEETS


<TABLE>

                                                                  -----------------------
                                                                  March 31,    December 31,
                                                                    1998           1997
                                                                  --------       ------
                                                                 (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.



                                       14
<PAGE>


                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                     NOTE TO THE BALANCE SHEETS (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 March 31, 1998.




                                       15
<PAGE>

PART I. FINANCIAL INFORMATION

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

The following discussion of the financial condition and results of operations of
the Company, the description of the Company's business as well as other sections
of this Form 10-Q contain certain forward-looking  statements within the meaning
of Section 21E of the  Securities  Exchange Act of 1934.  The  Company's  actual
results  could differ  materially  from those  discussed  herein and its current
business  plans  could be altered in  response  to market  conditions  and other
factors  beyond the  Company's  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  Ammendment  No. 1 to Form S-4 filed
April 6, 1998 (File No. 333-36519).

INTRODUCTION AND RECENT DEVELOPMENTS

The Company's  objective is to increase its  subscriber  base and operating cash
flow through  selective  acquisitions  of cable  television  systems that can be
integrated  with the Existing  Systems and to enhance  enterprise  value through
operating  improvements and revenue growth. The Company continues the process of
acquiring and  integrating  cable systems with its current systems and continues
to invest significant capital for technical enhancement.

The Company  commenced  operations  in  November  1995 with the  acquisition  of
certain cable television  systems.  The following table summarizes the Company's
acquisitions since inception:


<TABLE>
                                                            ------------------------------------------------------------
                                                                                     Purchase       Basic     Purchase
                                                                                     Price(1)    Subscribers Price Per
Predecessor Owner                                                 Date Acquired    (in millions) Acquired(2) Subscriber
-----------------                                           ------------------------------------------------------------
<S>                                                                     <C>            <C>           <C>       <C>
United Video Cablevision, Inc. (the  "UVC Systems ").......    November 9, 1995        $  120.8      87,400    $1,382
Longfellow Cable Company, Inc. (the  "Longfellow Systems ")   November 21, 1995             6.1       5,100     1,196
C4  Media  Cable  Southeast,  Limited  Partnership  (the "C4
Systems").................................................     February 1, 1996            47.6      40,400     1,178
Americable   International  Maine,  Inc.  (the   "Americable     March 29, 1996             4.8       3,350     1,433
Systems ").................................................
Cox Communications (the  "Cox Systems ")...................       April 9, 1996           136.0      77,200     1,762
Phoenix  Grassroots  Cable  Systems,  LLC (the   "Grassroots
Systems").................................................      August 29, 1996             9.3       7,400     1,257
Triax Southeast Associates, L.P. (the  "Triax Systems ")...     October 7, 1996            84.7      53,200     1,592
American Cable Entertainment of Kentucky-Indiana,  Inc. (the
 "ACE Systems")..........................................       October 9, 1996           146.0      83,250     1,754
SRW,  Inc.'s  Penn/Ohio  Cablevision,  L.P.  (the "Penn/Ohio
Systems ").................................................    October 31, 1996             3.8       3,225     1,178
SRW,  Inc.'s  Deep Creek Cable TV,  L.P.  (the  "Deep  Creek
System")..................................................    December 23, 1996             3.0       2,175     1,379
Bluegrass Cable Partners, L.P. (the  "Bluegrass Systems ").      March 20, 1997             9.9       7,225     1,370
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,
   Inc. (the  "Clear/B&G Systems ")........................      March 31, 1997             1.7       1,450     1,172
Milestone  Communications of New York, L.P. (the  "Milestone
   Systems")..............................................       March 31, 1997             2.8       2,125     1,318
Triax Associates I, L.P. (the  "Triax I Systems ").........        May 30, 1997            34.5      20,700     1,667
Phoenix Front Row Cablevision (the  "Front Row Systems ")..        May 30, 1997             6.8       5,250     1,295
PCI Incorporated (the "Bedford System")....................     August 29, 1997            13.5       7,750     1,742
SRW, Inc.'s Blue Ridge Cable Systems,  L.P. (the "Blue Ridge
Systems")..................................................   September 3, 1997             4.1       4,550       901
Harold's Home Furnishings, Inc. (the "Harold's System")....    October 31, 1997             1.5       1,480     1,014
A-R Cable Services - ME, Inc. (the "Cablevision Systems")..    October 31, 1997            78.2      54,300     1,440
TCI Cablevision of Vermont, Inc. and Westmarc Development
    Joint Venture (the "TCI-VT/NH Systems")................    December 2, 1997            34.5      22,100     1,561
Cox Communications, Inc. (the "Cox-Central Ohio Systems")..   December 19, 1997           203.0      84,400     2,405
TVC-Sumpter Linked Partnership and North Oakland
    Cablevision Partners Limited Partnership (the
    "Televista Systems")...................................       March 6, 1998            14.2       8,100     1,753
                                                                                       --------     -------    ------
Total......................................................                            $  966.8     582,130    $1,661
                                                                                       ========     =======    ======
</TABLE>
------------------
(1) Represents the contract  purchase price excluding  working capital  purchase
adjustments and transaction  costs.  (2) Includes 10,600  subscribers to systems
that were sold by the Company in 1996.

As of March 31, 1998, the Company's  currently  owned cable  television  systems
(the  "Existing  Systems")  passed   approximately   830,000  homes  and  served
approximately  570,500 basic subscribers.  The Company has operated the Existing
Systems for a limited period of time and had no operations  prior to November 9,
1995.  


                                       16
<PAGE>

On March 6, 1998, the Company consummated the acquisition of systems serving, in
the aggregate,  approximately  8,100 basic subscribers in southeastern  Michigan
from  TVC-Sumpter  Limited  Partnership and North Oakland  Cablevision  Partners
Limited  Partnership for an aggregate purchase price of $14.2 million.  On March
12, 1998 the Company  completed  an exchange of cable  television  systems  with
Comcast  Cablevision of the South whereby the Company  received cable television
systems  in  Tennessee  (the  "Comcast  Systems")  serving  approximately  5,500
subscribers in exchange for certain of its cable television systems in Tennessee
and Virginia serving approximately 4,400 subscribers.

On April 1, 1998,  the  Company  completed  the  acquisition  of  certain  cable
television system assets in Ohio from TCI Cablevision of Ohio, Inc. for the cash
purchase price of $10.0 million.  On April 3, 1998, the Company  consummated the
stock purchase of all of the outstanding  shares of New England Cable Television
of   Massachusetts,   Inc.   ("NECMA")  for  an  aggregate   purchase  price  of
approximately $44.7 million.  NECMA is a Massachusetts  S-Corporation which owns
cable television  assets in  Massachusetts.  As of May 14, 1998, the Company had
entered  an  additional  asset  purchase  agreement  to  acquire  certain  cable
television   systems,   located  in  Ohio,   for  aggregate   consideration   of
approximately $38.0 million.  This transaction is expected to close by the third
quarter of 1998 and is subject to  customary  closing  conditions,  and  certain
regulatory approvals that are not completely within the Company's control.

See Note 2 to the financial  statements  for a more detailed  description of the
Company's acquisitions and asset exchanges.

RESULTS OF OPERATIONS

Following is a discussion of the Company's  results of operations  for the three
months  ended March 31, 1998  compared to the three months ended March 31, 1997.
The three month  period  ended March 31,  1998,  is the only period in which the
Company  operated all of the Existing  Systems,  although  certain  systems (the
Televista  Systems and the Comcast  Systems)  were  purchased  or received in an
exchange during the period and are reflected only for that portion of the period
that such systems were owned by the Company.

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

                  Three Months Ended March 31, 1998 Compared to
                  Three Months Ended March 31, 1997 (Unaudited)
<TABLE>

                                         -----------------------------------------------------------------------
                                                Three Months Ended                       Three Months Ended
                                                March 31, 1998 (a)                       March 31, 1997 (a)
                                         ------------------------------           ------------------------------
                                                                   % of                                    % of
                                            Amount              Revenue              Amount             Revenue
In thousands
<S>                                      <C>                     <C>              <C>                     <C>
Revenue .......................          $  53,819               100.0%           $  31,555               100.0 %
Expenses
    Operating expenses ........             27,693                51.5               16,783                53.2
    Corporate expenses ........              1,566                 2.9                1,001                 3.2
    Depreciation and amortizati             23,641                43.9               14,059                44.5
    Storm related costs (b) ...                705                 1.3                  --                  --
                                         ---------           ---------            ---------           ---------
           Total expenses .....             53,605                99.6               31,843               100.9
                                         ---------           ---------            ---------           ---------
Operating income/(loss) .......                214                 0.4                 (288)               (0.9)
Interest expense, net .........            (19,922)              (37.0)             (10,478)              (33.2)
Other expense .................               (128)               (0.2)                 (52)               (0.2)
                                         ---------           ---------            ---------           ---------
Net loss ......................          $ (19,836)              (36.8)%          $ (10,818)              (34.3)%
                                         =========           =========            =========           =========

EBITDA (c) ....................          $  23,855                44.3%           $  13,771                43.6%
                                         =========           =========            =========           =========

Basic subscribers .............            570,500                                  362,350
Premium units .................            266,700                                  149,500
---------
</TABLE>

                                       17
<PAGE>

------------
(a)  All  acquisitions  have been  accounted  for under the  purchase  method of
     accounting and, therefore,  the Company's  historical results of operations
     include the results of operations  for each acquired  system  subsequent to
     its respective acquisition date.
(b)  For the three months ended March 31, 1998 the Company has recognized a loss
     due to service outages and increased labor costs of approximately  $705,000
     due to mid January  ice storms  experienced  by certain of the  communities
     served by the Company in Maine.  Additionally,  the  Company  has  incurred
     approximately  $540,000 of capital  expenditures to repair subscriber drops
     damaged in the storms.  The Company  expects the loss to be isolated to the
     first quarter of 1998,  although the long-term  financial effect of the ice
     storms cannot be determined.
(c)  EBITDA is defined as net income before  interest,  taxes,  depreciation and
     amortization.  The Company believes that EBITDA is a meaningful  measure of
     performance because it is commonly used in the cable television industry to
     analyze and compare  cable  television  companies on the basis of operating
     performance, leverage and liquidity. In addition, the Company's senior bank
     indebtedness  (the "Amended  Credit  Facility") and Note Indenture  contain
     certain  covenants,   compliance  of  which  is  measured  by  computations
     substantially similar to those used in determining EBITDA.  However, EBITDA
     is not intended to be a  performance  measure that should be regarded as an
     alternative  to either  operating  income or net income as an  indicator of
     operating  performance  or to cash  flows as a  measure  of  liquidity,  as
     determined in accordance with generally accepted accounting principles.

Revenue increased 70.6%, or approximately  $22.3 million, to approximately $53.8
million  for the three  months  ended March 31,  1998 from  approximately  $31.5
million for the three months ended March 31, 1997. Operating expenses (including
storm related costs) and corporate  expenses increased  approximately  69.2% and
56.4%,  respectively,  for the three  months ended March 31, 1998 from the three
months ended March 31, 1997.  Decreases in the relative  percentage of Operating
expenses to revenue was primarily attributable to the cost efficiencies achieved
through the  integration  of cable systems and increased  revenue per subscriber
per month.  The decrease in the  relative  percentage  of Corporate  expenses to
revenue  is  attributable  to  scale  economies  in the  management  of a larger
subscriber base.

Significant  growth  in  revenue,   operating  and  corporate  expenses,   basic
subscribers and pay units is primarily attributable to the Company's acquisition
of cable systems in a series of nine separate  transactions.  As its  operations
base has  developed,  the  Company has  increased  its focus on  integration  of
business operations to achieve efficiencies, significant investment in technical
plant and promotion of new and existing services to enhance revenues. The impact
of certain of these efforts resulted in an increase in EBITDA margin, which when
adjusted to exclude the storm related  costs,  improved from 43.6% for the three
months  ended March 31, 1997 to 45.6% for the three months ended March 31, 1998.
On a same system basis, as if the Existing Systems had been owned by the Company
since January 1, 1997, revenue increased approximately 5.8% and EBITDA increased
approximately  8.0%  form the three  months  ended  March 31,  1997 to the three
months ended March 31, 1998.

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  $705,000  due these  storms.  Additionally,  the
Company has incurred  approximately  $540,000 of capital  expenditures to repair
subscriber  drops  damaged in the  storms.  The  Company  expects the loss to be
isolated to the first quarter of 1998,  although the long-term  financial effect
of the ice storms cannot be determined.

Basic subscribers  increased  approximately 57.4% from 362,350 at March 31, 1997
to 570,500 as of March 31, 1998, while pay units increased  approximately  80.0%
from 149,500 to 269,200 over the twelve month period.  On an  annualized  basis,
the Existing  Systems  generated basic subscriber  growth of approximately  2.0%
during the first  quarter of 1998,  representing  the initial  effects of larger
scale  marketing   initiatives,   including   launches  of  new  and  repackaged
programming  services,  sales audit  remarketing,  and direct marketing  through
flyer campaigns, newspaper inserts and telemarketing programs.

Depreciation  and  amortization  increased  68.2%  as a  result  of  acquisition
activity that occurred in 1997 and 1998. Net interest expense increased to $19.9
million from $10.5 million as a result of the higher weighted  average  drawings
on the Company's  senior bank  indebtedness  in addition to the accretion of the
discount on the Discount Notes for the three months ended March 31, 1998.  Other
expenses for the three months  ended March 31, 1998  include the  retirement  of
$128,000  of plant  assets in  connection  with  completed  upgrade  and rebuild
projects.


                                       18
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The cable television  business  generally requires  substantial  capital for the
construction,  maintenance  and  expansion  of the cable plant and  distribution
equipment.  In addition,  the Company has pursued,  and intends to pursue in the
future,  selective acquisitions.  Since its founding in 1995, the Company's cash
from equity investments,  bank borrowings and other debt issued by FVOP has been
sufficient  to  finance  the  Company's  acquisitions  and,  together  with cash
generated  from  operating  activities,  also  has been  sufficient  to meet the
Company's debt service,  working capital and capital  expenditure  requirements.
The Company  intends to continue to finance such debt service,  working  capital
and capital expenditure requirements in the future through a combination of cash
from  operations,  indebtedness  and equity  capital  sources,  and the  Company
believes that it will continue to generate cash and be able to obtain  financing
sufficient  to meet such  requirements.  The  ability of the Company to meet its
debt service and other  obligations  will depend upon the future  performance of
the Company  which,  in turn, is subject to general  economic  conditions and to
financial, political,  competitive,  regulatory and other factors, many of which
are beyond the Company's control.

AMENDED CREDIT FACILITY

Drawings on the Amended  Credit  Facility,  along with cash flow  generated from
operations, have been sufficient to finance capital improvement projects as well
as acquisitions. The Company has adequately serviced its debt in accordance with
the provisions of the Amended Credit Facility from EBITDA of approximately $23.9
million generated by the Company for the three months ended March 31, 1998.

On December  19, 1997 FVOP  amended its existing  senior bank  indebtedness  and
entered into an $800.0 million  Amended 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  Credit  Facility  includes a $300.0  million,  7.75-year
reducing revolving credit facility (the "Revolving Credit  Facility"),  a $250.0
million,  7.75-year term loan (the "Facility A Term Loan") and a $250.0 million,
8.25-year term loan (the "Facility B Term Loan"). At March 31, 1998, FVOP had no
amounts  outstanding  under  the  Revolving  Credit  Facility,   $197.0  million
outstanding under the Facility A Term Loan and $250.0 million  outstanding under
the Facility B Term Loan. The weighted  average interest rates at March 31, 1998
on the outstanding  borrowings under the Facility A Term Loan and the Facility B
Term Loan were  approximately  7.94% and 8.07%,  respectively.  FVOP has entered
into interest rate swap  agreements to hedge the underlying  LIBOR rate exposure
for $170.0 million of borrowings through November 1999 and October 2000. For the
three months ended March 31, 1998,  FVOP had  recognized an increase to interest
expense  of  approximately  $56,000  as a result  of these  interest  rate  swap
agreements.

In general,  the Amended Credit Facility  requires FVOP to use the proceeds from
any equity or  subordinated  debt  issuance or any cable system  disposition  to
reduce  indebtedness  for borrowings  under the Amended  Credit  Facility and to
reduce  permanently  commitments  thereunder,   subject  to  certain  exceptions
permitting  FVOP to use such  proceeds to fund certain  permitted  acquisitions,
provided  that FVOP is  otherwise  in  compliance  with the terms of the Amended
Credit Facility.

The  Amended  Credit  Facility is secured by a pledge of all limited and general
partnership  interests in the Company and in any subsidiaries of the Company and
a first priority lien on all the tangible and  intangible  assets of the Company
and each of its  subsidiaries.  In addition,  in the event of the occurrence and
continuance  of an event of  default  under the  Amended  Credit  Facility,  the
Administrative Agent is entitled to replace the general partner of FVOP with its
designee.

Holdings,  as the general partner of FVOP, guarantees the indebtedness under the
Amended Credit Facility on a limited recourse basis. The Amended 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.


                                       19
<PAGE>


SENIOR SUBORDINATED NOTES

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

SENIOR DISCOUNT NOTES

Holdings and FrontierVision  Holdings Capital Corporation  ("Holdings  Capital")
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 (the
"Discount  Notes").   FrontierVision   Partners,  L.P.  ("FVP")  contributed  to
Holdings,  both  directly and  indirectly,  all of the  outstanding  partnership
interests of FVOP prior to the issuance of the Discount  Notes on September  19,
1997  and  therefore,  at  that  time,  FVOP  and  Capital  became  wholly-owned
consolidated subsidiaries of Holdings.  Holdings contributed the proceeds of the
Discount Notes to FVOP as a capital contribution.

CASH FLOWS FROM OPERATING ACTIVITIES

Cash flows from  operating  activities for the three months ended March 31, 1998
were $16.8 million compared to $8.4 million for the three months ended March 31,
1997. The increase was primarily a result of cable television  system operations
acquired during the twelve months ended March 31, 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 three months
ended March 31, 1998 were  approximately  $9.5 million compared to approximately
$5.0 million for the three months  ended March 31,  1997.  Capital  expenditures
primarily  consisted of expenditures  for the  construction and expansion of the
cable plant and  distribution  equipment,  and  additional  costs were  incurred
related to the expansion of customer  service  facilities.  The Company invested
approximately  $14.9 million in acquisitions during the three months ended March
31, 1998 compared with approximately $14.0 million for the same period in 1997.

The Company  expects to spend a total of  approximately  $73.0  million over the
next two years for capital  expenditures  with respect to the Existing  Systems.
These  expenditures  will primarily be used for (i)  installation of fiber optic
cable and microwave  links which will allow for the  consolidation  of headends,
(ii)  analog and  digital  converter  boxes which will allow the Company to more
effectively  market  premium  and  pay-per-view  services,  (iii) the  continued
deployment  of coaxial  cable to build-out  the Existing  Systems,  (iv) headend
equipment for the digital  television system and (v) the upgrade of a portion of
the  Company's  cable  television  distribution  systems to, among other things,
increase bandwidth and channel capacity.

CASH FLOWS FROM FINANCING ACTIVITIES

Acquisitions  during the three  months ended March 31, 1998 were  financed  with
borrowings under the Company's senior bank indebtedness. Acquisitions during the
three months ended March 31, 1997 were financed with equity  contributions  from
the  Company's   partners  and  borrowings   under  the  company's  senior  bank
indebtedness.

During the three months ended March 31, 1997, the Company received approximately
$14.9 million of equity contributions from its partners.

                                       20
<PAGE>

From inception through March 31, 1998, FVP received a total of $199.4 million of
equity  contributions  from its  partners,  all of which  has been  invested  in
Holdings and down streamed to the Company.

YEAR 2000

The Company is in the process of a comprehensive  review of its computer systems
and related  software to ensure  systems  properly  recognize  the year 2000 and
continue to process business  information.  The systems being evaluated  include
all internal use software and devices and those  systems and devices that manage
the  distribution of cable  television  service to customers.  Furthermore,  the
Company is in the process of  initiating  a program of  communications  with its
significant  suppliers and service providers to determine the readiness of third
parties and the impact on the Company if those third  parties  fail to remediate
their own year 2000 issues.

The  Company's  assessment  of the impact of the year 2000 date change should be
complete by the end of fiscal year 1998.  Management  of the Company has not yet
determined  the cost  associated  with its year 2000  readiness  efforts and the
related potential impact on the results of operations. There can be no assurance
that costs  ultimately  required  to be paid to ensure the  Company's  year 2000
readiness will not have an adverse effect on the Company's  financial  position.
Additionally,  there can be no assurance that the systems of other  companies on
which the Company  relies will be  converted in time or that any such failure to
convert by another company will not have an adverse effect on the Company.



                                       21
<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)
        27.6    Financial  Data  Schedule as of and for the  three-month  period
                ended March 31, 1998.
---------------

       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  Registrants'
              Registration Statement on Form S-4, File No. 333-36519.


    (b)  Reports on Form 8-K

       None.


                                       22
<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
                                      Vice President and Treasurer



Date:    May 14, 1998        By:      /s/  ALBERT D. FOSBENNER
                                      ------------------------
                                      Albert D. Fosbenner
                                      Vice President and Treasurer



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



                             FRONTIERVISION HOLDINGS CAPITAL CORPORATION


Date:  May 14, 1998          By:      /s/  ALBERT D. FOSBENNER
                                      ------------------------
                                      Albert D. Fosbenner
                                      Vice President and Treasurer



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





                                       23
<PAGE>