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, 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 August 13, 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 JUNE 30, 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 Sheet of FrontierVision Holdings Capital Corporation..........................15
                  Note to the Balance Sheet ............................................................16

       Item 2.    Management's Discussion and Analysis
                  of Financial Condition and Results of Operations......................................17

PART II.          Other Information.....................................................................24
</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,
                                                                                 1998                  1997
                                                                            ----------------       --------------
                                                                              (Unaudited)
                                    ASSETS
<S>                                                                          <C>                    <C>        
   Cash and cash equivalents                                                 $     10,860           $     4,728
   Accounts receivable, net of allowance for doubtful accounts
      of $328 and $640                                                              9,118                 8,071
   Prepaid expenses and other                                                       3,114                 2,785
   Investment in cable television systems, net:                              
      Property and equipment                                                      272,179               247,724
      Franchise cost and other intangible assets                                  670,659               637,725
                                                                             ------------           -----------
         Total investment in cable television systems, net                        942,838               885,449
                                                                             ------------           -----------
   Deferred financing costs, net                                                   23,205                24,242
   Earnest money deposits                                                           9,500                 2,000
                                                                             ------------           -----------
         Total assets                                                        $    998,635           $   927,275
                                                                             ============           ===========

                      LIABILITIES AND PARTNERS' CAPITAL
   Accounts payable                                                          $      6,969           $     2,770
   Accrued liabilities                                                             20,041                15,126
   Subscriber prepayments and deposits                                              2,594                 1,828
   Accrued interest payable                                                         5,398                 5,064
   Deferred Income Taxes                                                           14,783                     -
   Debt                                                                           874,410               787,047
                                                                             ------------           -----------
        Total liabilities                                                         924,195               811,835
                                                                             ------------           -----------

   Partners' capital:
      FrontierVision Partners, L.P.                                                74,366               115,325
      FrontierVision Holdings, LLC                                                     74                   115
                                                                             ------------           -----------
         Total partners' capital                                                   74,440               115,440
   Commitments                                                               
                                                                                                               
                                                                             ------------           -----------
         Total liabilities and partners' capital                             $    998,635           $   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      For the Six        For the Six
                                               Months Ended     Months Ended      Months Ended      Months Ended
                                                 June 30,         June 30,          June 30,          June 30,
                                                   1998             1997              1998              1997
                                             --------------------------------------------------------------------


<S>                                             <C>              <C>              <C>               <C>         
Revenue                                          $   59,776       $   34,081       $   113,595       $     65,636
Expenses:
    Operating expenses                               30,396           17,679            58,089             34,462
    Corporate administrative expenses                 1,945            1,048             3,511              2,049
    Depreciation and amortization                    25,230           15,132            48,871             29,191
    Storm related costs                                   -                -               705                  -
                                                 ----------       ----------       -----------      ------------- 
        Total expenses                               57,571           33,859           111,176             65,702
                                                 ----------       ----------       -----------      ------------- 
Operating income/(loss)                               2,205              222             2,419                (66)
Interest expense, net                               (21,457)         (10,824)          (41,379)           (21,302)
Other expense                                        (1,912)               5            (2,040)               (47)
                                                 ----------       ----------       -----------      ------------- 
Net loss                                         $  (21,164)      $  (10,597)      $   (41,000)     $     (21,415)
                                                 ==========       ==========       ===========      ============= 
                                        

Net loss allocated to:
        FrontierVision Holdings,L.P.
            (General Partner)                    $  (21,142)      $  (10,587)      $   (40,959)     $     (21,394)
        FrontierVision Operating Partners, Inc.
            (Limited Partner)                           (22)             (10)              (41)               (21)
                                                 ----------       ----------       -----------      ------------- 
                                                 $  (21,164)      $  (10,597)      $   (41,000)     $     (21,415)
                                                 ==========       ==========       ===========      ============= 

</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)                                        (40,959)                (41)           (41,000)
                                                        ---------------        ------------      -------------
Balance, June 30, 1998 (Unaudited)                      $        74,366        $         74      $      74,440
                                                        ===============        ============      =============

</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,
                                                                              1998                   1997
                                                                        ------------------    -------------------

Cash Flows From Operating Activities:
<S>                                                                        <C>                   <C>          
  Net loss                                                                 $    (41,000)       $    (21,415)
  Adjustments to reconcile net loss to net
       cash flows from operating activities:
       Depreciation and amortization                                             48,871              29,191
       Net loss on disposal of assets                                             2,038                   -
       Amortization of deferred debt issuance costs                               1,305               1,020
       Accretion of interest on indebtedness                                      9,363                 472
       Changes in operating assets and liabilities, net of
           effect of acquisitions:                                       
           Accounts receivable                                                      (78)               (462)
           Prepaid  expenses and other                                              (56)               (352)
           Accounts payable and accrued liabilities                               7,768               1,310
           Subscriber prepayments and deposits                                    1,393                 (66)
           Accrued interest payable                                                 334                (598)
                                                                           ------------        ------------ 
               Total adjustments                                                 70,938              30,515
                                                                           ------------        ------------ 
               Net cash flows from operating activities                          29,938               9,100
                                                                           ------------        ------------ 
Cash Flows From Investing Activities:
  Capital expenditures                                                          (23,274)             (9,881)
  Pending acquisition costs                                                          (2)               (132)
  Cash paid for franchise costs                                                      (4)               (437)
  Earnest money deposits                                                         (9,500)             (8,259)
  Cash paid in acquisitions of cable television systems                         (68,758)            (55,494)
                                                                           ------------        ------------ 
                Net cash flows from investing activities                       (101,538)            (74,203)
                                                                           ------------        ------------ 
Cash Flows From Financing Activities:
  Debt borrowings                                                                78,000              41,500
  Debt payments                                                                       -             (11,000)
  Principal payments on capital lease obligations                                     -                 (70)
  Increase in deferred financing fees                                              (118)                (14)
  Offering costs related to Senior Subordinated Notes                                (1)               (129)
  Offering costs related to Senior Discount Notes                                  (149)                  -
  Partner capital contributions                                                       -              37,676 
                                                                           ------------        ------------ 
                        Net cash flows from financing activities                 77,732              67,963
                                                                           ------------        ------------ 
Net Increase (Decrease) in Cash and Cash Equivalents                              6,132               2,860
Cash and Cash Equivalents, beginning of period                                    4,728               3,639       
                                                                           ------------        ------------ 
Cash and Cash Equivalents, end of period                                   $     10,860         $     6,499
                                                                           ============         ===========
Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest                                                   $     30,610        $     20,448
                                                                           ============        ============
</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  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 Companys accounting
policies.

The following notes, insofar as they are applicable to the six months ended June
30, 1998, are not audited. In managements  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
six-month  period  ended June 30,  1998 are not  necessarily  indicative  of the
results for the entire 1998 fiscal year.

Income Taxes

Under the asset  and  liability  method of  Statement  of  Financial  Accounting
Standards No. 109,  Accounting for Income Taxes  (Statement  109),  deferred tax
assets  and  liabilities   are  recognized  for  the  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the


                                       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)

period that includes the enactment date. The Companys  deferred tax liability at
June 30, 1998 is primarily the result of temporary  differences  on property and
equipment and intangible assets arising from the acquisition of the stock of New
England Cablevision of Massachusetts, Inc.

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, 1999.  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 will not be material.

Reclassifications

Certain  amounts have been reclassified for comparative purposes.

Storm Related Costs

During  mid-January of 1998, certain of the communities served by the Company in
Maine experienced devastating ice storms. For the six months ended June 30, 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

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
Companys useful lives and amortization  periods.  The following table lists the
acquisitions and the purchase price allocation for each.


                                       8
<PAGE>

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

(2)      ACQUISITIONS (continued)
<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,            Kentucky             March 31, 1997             $1,800
   Inc.
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           $78,900
Harolds 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            $14,400*   
TCI Cablevision of Ohio, Inc.                                    Ohio                April 1, 1998             $9,800*
New  England  Cablevision  of  Massachusetts,  Inc.         Massachusetts            April 3, 1998            $44,900*
(NECMA)
</TABLE>
_______________
(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
June 30, 1998. 
* Subject to adjustment.
 
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 Six          for the Six
                                                                   Months Ended        Months Ended
                                                                June 30, 1998 (a)    June 30, 1997 (a)
                                                                ------------------- --------------------
<S>                                                                <C>                        <C>
Property, plant and equipment                                      $     22,922        $     17,980
Franchise costs and other intangible assets                              62,096              38,928
                                                                   ------------        ------------
  Subtotal                                                               85,018              56,908
                                                                   ------------        ------------
Net working capital (deficit)                                               523                (914)
Deferred income taxes                                                   (14,783)                  -
Less - Earnest money deposits applied                                    (2,000)               (500)
                                                                   ------------        ------------
  Total cash paid for acquisitions                                 $     68,758        $     55,494
                                                                   ============        ============

</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  June 30,  1997
assuming  the  Triax I,  Cablevision,  TCI-VT/NH,  Cox-Central  Ohio  and  NECMA
acquisitions (the  Acquisitions)  had  been  consummated on January 1, 1997, are
as follows:

                                       9
<PAGE>

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

(2)       ACQUISITIONS (continued)

<TABLE>
                                                    -----------------------------------------------------
                                                               Six Months Ended June 30, 1998
                                                    -----------------------------------------------------
                                                        Historical                        Pro Forma
                                                          Results        Acquisitions      Results
                                                       ----------          ----------    ------------ 
Revenue                                                $  113,595          $    2,639    $    116,234
Operating, selling, general and administrative expenses   (62,305)             (1,966)        (64,271)
Depreciation and amortization                             (48,871)             (2,020)        (50,891)
                                                       ----------          ----------    ------------ 
Operating income (loss)                                     2,419              (1,347)          1,072
Interest and other expenses                               (43,419)             (1,304)        (44,723)
                                                       ----------          ----------    ------------ 
Net loss                                               $  (41,000)         $   (2,651)   $    (43,651)
                                                       ==========          ==========    ============ 

                                                    -----------------------------------------------------
                                                               Six Months Ended June 30, 1997
                                                    -----------------------------------------------------
                                                         Historical                       Pro Forma
                                                          Results        Acquisitions      Results
                                                       ----------          ----------    ------------ 
<S>                                                    <C>                 <C>           <C>         
Revenue                                                $   65,636          $   38,500    $    104,136
Operating, selling, general and administrative expenses   (36,511)            (20,778)        (57,289)
Depreciation and amortization                             (29,191)            (13,521)        (42,712)
                                                       ----------          ----------    ------------ 
Operating income (loss)                                       (66)              4,201           4,135
Interest and other expenses                               (21,349)            (23,867)        (45,216)
                                                       ----------          ----------    ------------ 
Net loss                                               $  (21,415)         $  (19,666)   $    (41,081)
                                                       ==========          ==========    ============ 

</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 December  31,  1997,  and the stock
purchase was completed on April 3, 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.  This  transaction was consummated on
July 31, 1998.



                                       10
<PAGE>

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

 (3)     DEBT

The Company's debt was comprised of the following:

<TABLE>
                                                                                     ---------------------------------
                                                                                        June 30,       December 31,
                                                                                          1998             1997
                                                                                       ------------       ----------
        Bank Credit Facility (a) --
<S>                                                                                   <C>                <C>       
          Revolving Credit Facility, due September 30, 2005, interest based on         $     10,000       $        -
             various floating rate options (7.91% average at June 30, 1998),
             payable monthly
          Term loans, due June 30, 2004, interest based on various                    
             floating rate options (7.91% and 8.04% weighted average at June
             30, 1998 and December 31, 1997, respectively), payable monthly                 500,000          432,000
        11% Senior Subordinated Notes due 2006 (b)                                          200,000          200,000
        11 7/8% Senior Discount Notes due 2007 (c)                                          164,410          155,047
                                                                                       ------------       ----------
        Total debt                                                                     $    874,410       $  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 June 30, 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 June 30, 1998,  the Company was in compliance  with the
         financial covenants of the Amended Credit Facility.


         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,


                                       11
<PAGE>

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

(3)      DEBT (continued)

         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 six-month periods
         ended June 30, 1998 and 1997, the Company had recognized an increase in
         interest expense of  approximately  $121 and $232,  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 FVOPs  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.  FrontierVision  Cable New
         England, Inc. is a subsidiary guarantor of the Notes.

         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.

         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.


                                       12
<PAGE>

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

(3)      DEBT (continued)

         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                                               $      1,875
                1999                                                     11,144
                2000                                                     24,575
                2001                                                     34,575
                2002                                                     44,575
                Thereafter                                              757,666
                                                                   ------------
                                                                   $    874,410
                                                                   ============


(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 six-month periods ended June 30, 1998 and
1997 was $2,736 and $1,907, respectively.

Estimated  future  noncancelable  lease  payments  under such lease  obligations
subsequent to June 30, 1998 are as follows:

                 Year Ended December 31 --
                 1998                                               $        750
                 1999                                                      1,151
                 2000                                                        871
                 2001                                                        598
                 2002                                                        447
                 Thereafter                                                  419
                                                                    ------------
                                                                    $      4,236
                                                                    ============

                                       13
<PAGE>

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

(4)      COMMITMENTS AND CONTINGENCIES (continued)

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 Companys 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  Companys  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  Companys  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.


(5)      SUBSEQUENT EVENTS

On June 24, 1998, the Company entered into an agreement with State Cable TV Corp
(State) to acquire all of States cable television system assets in Maine and New
Hampshire,  for a purchase  price of $188,800.  As of June 30, 1998, the Company
had advanced  $9,500 as an earnest  money deposit  related to this  transaction.
This transaction is expected to close by the fourth quarter of 1998.



                                       14
<PAGE>

                        PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                  BALANCE SHEET


<TABLE>

                                                                                  -----------------------------------
                                                                                     June 30,         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.

                                       15
<PAGE>


                      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, 1998.

                                       16
<PAGE>

ART I. FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION

Item 2.  MANAGEMENTS 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 Companys 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  Companys  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  Companys  control.  Important  factors  that could cause or
contribute to such  differences or changes  include those  discussed  under Risk
Factors in the Companys  Post-Effective  Amendment 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: i) selective  acquisitions of cable television systems that can be
integrated  with  existing  operations  and ii) more  efficient  operations  and
internal  revenue  growth.  The Company  continues  the process of acquiring and
integrating  cable  systems  with its current  systems and  continues  to invest
significant capital for their technical enhancement.

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

<TABLE>
                                                            ------------------------------------------------------------
                                                                                     Purchase       Basic     Purchase
                                                                                     Price(1)    Subscribers Price Per
Predecessor Owner                                                  Date            (in millions) Acquired(2) Subscriber
                                                                  Acquired      
                                                            ------------------------------------------------------------
<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     
    Systems'')..............................................      March 29, 1996             4.8       3,350     1,433
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
Harolds Home Furnishings, Inc. (the Harolds 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
TCI  Cablevision  of Ohio,  Inc.  (the  TCI - Pt.  Clinton       
    Systems)................................................       April 1, 1998            10.0       6,000     1,667
New England Cablevision of Massachusetts, Inc. (the NECMA                                                   
    Systems)................................................       April 3, 1998            44.7      26,500     1,687
                                                                                        --------     -------    ------  
Total.......................................................                            $1,021.5     614,630    $1,662  
                                                                                        ========     =======    ======  
</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.

                                       17
<PAGE>

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 June 30, 1998, the Companys  currently owned cable television systems (the
Existing Systems) passed  approximately  876,050 homes and served  approximately
610,800 basic  subscribers.  The Company  expects to consummate  acquisitions of
additional cable television  systems during 1998 and to serve over 700,000 basic
subscribers within its current operating cluster by year-end.

On June 24, 1998, the Company entered into an agreement with State Cable TV Corp
(State) to acquire all of States cable television system assets in Maine and New
Hampshire  for $188.8  million.  The eight State  systems  served  approximately
75,000 basic  subscribers  as of June 30, 1998,  in  communities  contiguous  to
certain of the Existing Systems in southern Maine and central New Hampshire. The
Company expects to operate the State systems as part of its New England cluster.
Over 70% of States  customers are served from two headend  facilities,  with its
largest system,  Augusta,  Maine, currently serving over 40,000 customers.  With
the  acquisition of the State systems,  the Company expects to increase the size
of its New England  cluster to over  250,000  basic  subscribers,  serving  over
150,000  basic  customers  and four of the five  largest  cities in the state of
Maine.  Additionally,  up to ten headend facilities serving the Existing Systems
are expected to be combined  with  existing  State  systems;  consequently,  the
Company  expects to  significantly  increase the size of its New England cluster
while reducing the number of headend facilities.

As of August 13,  1998,  the  Company had entered  into three  additional  asset
purchase or exchange  agreements to acquire cable television  systems located in
Ohio and Maine for aggregate consideration of approximately $4.2 million.

All of these pending transactions are expected to close by year-end 1998 and are
subject to customary closing conditions,  and certain regulatory  approvals that
are not completely within the Companys control.

See Note 2 to the financial  statements  for a more detailed  description of the
Companys acquisitions.

Results Of Operations

Following is a discussion of the Companys  results of  operations  for the three
months ended June 30, 1998 compared to the three months ended June 30, 1997. The
Company has operated the Existing  Systems for a limited  period of time and had
no operations  prior to November 9, 1995.  The three month period ended June 30,
1998,  is the only  period in which the  Company  operated  all of the  Existing
Systems,  although certain systems (the NECMA Systems) were purchased during the
period and are  reflected  only for that portion of the period that such systems
were owned by the Company.



                                       18
<PAGE>

The  following  table  illustrates  the  Companys  operating  activities   on  a
comparative basis:
                  Three Months Ended June 30, 1998 Compared to
                  Three Months Ended June 30, 1997 (Unaudited)
<TABLE>

                                                          ---------------------------------------------------
                                                             Three Months Ended        Three Months Ended
                                                              June 30, 1998(a)        June 30, 1997(a)
                                                          ---------------------------------------------------
                                                                             % of                   % of
                                                              Amount       Revenue    Amount       Revenue 
                                                           -----------      -----    ---------      -----  
            In thousands
<S>                                                        <C>              <C>      <C>            <C>   
            Revenue...................................     $    59,776      100.0%   $  34,081      100.0%
            Expenses                                      
                Operating expenses....................          30,396       50.8       17,679       51.8
                Corporate expenses....................           1,945        3.3        1,048        3.1
                Depreciation and amortization.........          25,230       42.2       15,132       44.4
                                                           -----------      -----    ---------      -----  
                       Total expenses.................          57,571       96.3       33,859       99.3
                                                           -----------      -----    ---------      -----  
            Operating income/(loss)...................           2,205        3.7          222        0.7
            Interest expense, net.....................         (21,457)     (35.9)     (10,824)     (31.7)
            Other expense.............................          (1,912)      (3.2)           5        0.0
                                                           -----------      -----    ---------      -----  
            Net loss..................................     $   (21,164)     (35.4)%  $ (10,597)     (31.0)%
                                                           ===========      =====    =========      =====  

            EBITDA (c)................................     $    27,435       45.9%   $  15,354       45.1%
                                                           ===========       ====    =========       ==== 

            Basic subscribers.........................         610,800                 390,350    
            Premium units.............................         265,400                 164,500    
</TABLE>
____________
(a)  All  acquisitions  have been  accounted  for under the  purchase  method of
     accounting and, therefore,  the Companys   historical results of operations
     include the results of operations  for each acquired  system  subsequent to
     its respective acquisition date.
(b)  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 Companys  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.

The Companys revenues increased significantly in the three months ended June 30,
1998,  to $59.8  million  versus $34.1  million for the same period in 1997,  an
increase of $25.7 million,  or 75.4%.  Revenue growth was driven primarily by an
increase in cable subscribers to 610,800 basic subscribers at June 30, 1998 from
390,350 at June 30, 1997, an increase of 56.5%.  Premium units grew from 164,500
to 265,400,  or 61.3%,  in the same  period.  Subscriber  growth was largely the
result of  acquisitions  made in nine  separate  transactions  during the twelve
months ending June 30, 1998. The Existing Systems also generated internal growth
in basic  subscribers of  approximately  2.5% during the second quarter of 1998,
after adjustments for seasonal subscribers.  This internal growth represents the
initial effects of larger-scale marketing efforts, including launches of new and
repackaged programming services,  sales audit remarketing,  and direct marketing
to subscribers  through flyer campaigns,  newspaper  inserts,  and telemarketing
programs. The Company also believes that its significant investment in technical
plant and its  promotion  of new and  enhanced  services  have  begun,  and will
continue, to attract more subscribers, and more monthly revenue per subscriber.

Although  operating  expenses and  corporate  expenses  grew in the three months
ended June 30, 1998  versus the same period a year  earlier (by 71.9% and 85.6%,
respectfully),  those expenses fell as a percentage of revenue.  As a percentage
of revenue,  operating and  corporate  expenses fell to 54.1% of revenues in the
three months ended June 30, 1998,  from 54.9% in the  year-earlier  period.  The
Company  continues to focus on  integration  of business  operations  to achieve
efficiencies and lower operating costs.

The combination of subscriber and revenue growth with operating efficiencies led
to an increase in EBITDA in the second  quarter of 1998,  to $27.4  million from
$15.4 million in the same period a year earlier,  a 78.7%  increase.  

The EBITDA  margin as a percentage  of revenue also  increased,  to 45.9% in the
period ended June 30, 1998, from 45.1% for the same period in 1997.

                                       19
<PAGE>

Depreciation  and  amortization  increased  66.7%  as a  result  of  acquisition
activity that occurred in 1997 and 1998. Net interest expense increased to $21.5
million from $10.8 million  primarily as a result of the higher weighted average
drawings on the Companys senior bank indebtedness.  Other expenses for the three
months  ended June 30, 1998  include the  retirement  of $1.9 of plant assets in
connection with completed upgrade and rebuild projects.

                   Six Months Ended June 30, 1998 Compared to
                   Six Months Ended June 30, 1997 (Unaudited)

<TABLE>
                                                          ---------------------------------------------------
                                                              Six Months Ended          Six Months Ended
                                                              June 30, 1998(a)        June 30, 1997(a)
                                                          ---------------------------------------------------
                                                                             % of                    % of
                                                              Amount       Revenue    Amount       Revenue 
                                                           -----------       ----    ---------       ---- 
            In thousands
<S>                                                        <C>              <C>      <C>            <C>    
            Revenue...................................     $   113,595      100.0%   $  65,636      100.0 %
            Expenses                                      
                Operating expenses....................          58,089       51.1       34,462       52.5
                Corporate expenses....................           3,511        3.1        2,049        3.1
                Depreciation and amortization.........          48,871       43.0       29,191       44.4
                Storm related costs (b) ..............             705        0.6            -         - 
                                                           -----------       ----    ---------       ---- 
                       Total expenses.................         111,176       97.8       65,702      100.0
                                                           -----------       ----    ---------       ---- 
            Operating income/(loss)...................           2,419        2.2          (66)      (0.0)
            Interest expense, net.....................         (41,379)     (36.4)     (21,302)     (32.5)
            Other expense.............................          (2,040)      (1.8)         (47)      (0.1)
                                                           -----------       ----    ---------       ---- 
            Net loss..................................     $   (41,000)     (36.0)%  $ (21,415)     (32.6)%
                                                           ===========      =====    =========      =====  
            EBITDA (c)................................     $    51,290       45.2%   $  29,125       44.4%
                                                           ===========       ====    =========       ==== 
            Basic subscribers.........................         610,800                 390,350    
            Premium units.............................         265,400                 164,500    
</TABLE>
____________
(a)  All  acquisitions  have been  accounted  for under the  purchase  method of
     accounting and, therefore,  the Companys  historical results of  operations
     include the results of operations  for each acquired  system  subsequent to
     its respective acquisition date.
(b)  For the six months  ended June 30, 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 Companys 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 73.1%, or approximately $48.0 million, to approximately $113.6
million for the six months ended June 30, 1998 from approximately  $65.6 million
for the six months  ended June 30, 1997.  Operating  expenses  (including  storm
related costs) and corporate expenses increased  approximately  70.6% and 71.4%,
respectively,  for the six months  ended June 30, 1998 from the six months ended
June 30, 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
EBITDA margin, which when adjusted to exclude the storm related costs,  improved
from  44.4% for the six months  ended June 30,  1997 to 45.8% for the six months
ended June 30, 1998.

During  mid-January of 1998, certain of the communities served by the Company in
Maine experienced devastating ice storms. For the six months ended June 30, 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

                                       20
<PAGE>

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.

Depreciation  and  amortization  increased  67.4%  as a  result  of  acquisition
activity that occurred in 1997 and 1998. Net interest expense increased to $41.4
million from $21.3 million  primarily as a result of the higher weighted average
drawings on the Companys  senior bank  indebtedness.  Other expenses for the six
months  ended June 30, 1998  include  the  retirement  of $2.0  million of plant
assets in connection with completed upgrade and rebuild projects.


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,  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 $51.3
million generated by the Company for the six months ended June 30, 1998.

On December 19, 1997 the Company 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 June 30, 1998, the Company had $10.0 million  outstanding under the Revolving
Credit Facility,  $250.0 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  June  30,  1998 on the  outstanding  borrowings  under  the
Revolving  Credit Facility were  approximately  7.91%,  and under the Facility A
Term  Loan and the  Facility  B Term Loan were  approximately  7.91% and  8.04%,
respectively.  The Company 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 six months ended June 30, 1998,
the Company had recognized an increase to interest expense of approximately $121
as a result of these interest rate swap agreements.

In general, the Amended Credit Facility requires the Company 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  the  Company  to  use  such  proceeds  to  fund  certain   permitted
acquisitions,  provided  that the Company is  otherwise in  compliance  with the
terms of the Amended Credit Facility.

                                       21
<PAGE>

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 the Company
with its designee.

FrontierVision  Holdings,  L.P.  (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.

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''),  FVOPs sole general
partner,  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 six months ended June 30, 1998 were
$30.0  million  compared to $9.1 million for the six months ended June 30, 1997.
The  increase  was  primarily  a result of cable  television  system  operations
acquired during the twelve months ended June 30, 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, 1998 were  approximately  $23.3 million compared to approximately  $9.9
million for the six months ended June 30, 1997. 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.  The Company  invested  approximately
$68.8 million in acquisitions during the six months ended June 30, 1998 compared
with approximately $55.5 million for the same period in 1997.

The Company  expects to spend a total of  approximately  $84.4  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


                                       22
<PAGE>

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 six  months  ended June 30,  1998 were  financed  with
borrowings under the Companys senior bank indebtedness.  Acquisitions during the
six months ended June 30, 1997 were financed with equity  contributions from the
Company's partners and borrowings under the companys senior bank indebtedness.

During the six months ended June 30, 1997,  the Company  received  approximately
$37.7 million of equity contributions from its partners.

From inception  through June 30, 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  Companys  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  Companys  year 2000
readiness  will not have an adverse effect on the Companys  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.


                                       23
<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)
        27.7    Financial Data Schedule as of and for the six-month period ended
                June 30, 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.


                                       24
<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:    August 13, 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:  August 13, 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)










                                       25
<PAGE>