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 September 30, 1997

                                       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 [ ]                              No [x]

     Number  of  shares  of  common  stock of  FrontierVision  Holdings  Capital
Corporation outstanding as of December 18, 1997: 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 SEPTEMBER 30, 1997


                                      INDEX

<TABLE>
PART I.  Financial Information                                                                            PAGE


<S>               <C>                                                                                       <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>


                                                                     --------------------------
                                                                   September 30,     December 31,
                                                                       1997              1996
                                                                     --------          --------
                                                                    (Unaudited)
                                    ASSETS
<S>                                                                  <C>               <C>     
Cash and cash equivalents                                            $ 84,001          $  3,639
Accounts receivable, net of allowance for doubtful accounts
   of $663 and $767                                                     4,037             4,544
Other receivables                                                         275               846
Prepaid expenses and other                                              2,734             2,231
Investment in cable television systems, net:
   Property and equipment                                             220,607           199,461
   Franchise cost and other intangible assets                         352,171           324,905
                                                                     --------          --------
      Total investment in cable television systems, net               572,778           524,366
                                                                     --------          --------
Deferred financing costs, net                                          17,308            13,042
Earnest money deposits                                                  7,959               500
                                                                     --------          --------
      Total assets                                                   $689,092          $549,168
                                                                     ========          ========

                   LIABILITIES AND PARTNERS' CAPITAL
Accounts payable                                                     $    670           $ 1,994
Accrued liabilities                                                    10,345            10,825
Subscriber prepayments and deposits                                     1,544             1,862
Accrued interest payable                                               11,004             6,290
Debt                                                                  529,390           398,194
                                                                     --------          --------
     Total liabilities                                                552,953           419,165
                                                                     --------          --------

Partners' capital:
   FrontierVision Partners, L.P.                                      136,003           129,874
   FrontierVision Holdings, LLC                                           136               129
                                                                     --------          --------
      Total partners' capital                                         136,139           130,003
Commitments

                                                                     --------          -------- 
      Total liabilities and partners' capital                        $689,092          $549,168
                                                                     ========          ========

</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 Nine        For the Nine
                                              Months Ended        Months Ended       Months Ended        Months Ended
                                             September 30,        September 30,      September 30,       September 30,
                                                  1997                1996               1997                1996
                                               ---------           ---------           ---------           ---------

<S>                                            <C>                 <C>                 <C>                 <C>      
Revenue                                        $  36,750           $  18,668           $ 102,386           $  46,207
Expenses:
    Operating expenses                            18,332               9,989              52,794              23,657
    Corporate administrative expenses              1,071                 706               3,120               1,971
    Depreciation and amortization                 15,899               8,791              45,090              22,386
                                               ---------           ---------           ---------           ---------
        Total expenses                            35,302              19,486             101,004              48,014
                                               ---------           ---------           ---------           ---------
Operating income/(loss)                            1,448                (818)              1,382              (1,807)
Interest expense, net                            (11,544)             (4,313)            (32,846)            (11,617)
Other expense                                         (7)                (99)                (54)                (99)
                                               ---------           ---------           ---------           ---------
Net loss                                       $ (10,103)          $  (5,230)          $ (31,518)          $ (13,523)
                                               =========           =========           =========           =========

</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, 1995                         $  46,361             $      46             $  46,407
      Capital contributions                          107,289                   108               107,397
      Net loss                                       (23,776)                  (25)              (23,801)
                                                   ---------             ---------             ---------
Balance, December 31, 1996                           129,874                   129               130,003 
      Capital contributions (Unaudited)               37,616                    38                37,654
      Net loss (Unaudited)                           (31,487)                  (31)              (31,518)
                                                   ---------             ---------             ---------
Balance, September 30, 1997 (Unaudited)            $ 136,003             $     136             $ 136,139
                                                   =========             =========             =========


</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 Nine           For the Nine
                                                                          Months Ended           Months Ended
                                                                          September 30,         September 30,
                                                                              1997                   1996
                                                                            ----------            ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                         <C>                   <C>       
  Net loss                                                                  $ (31,518)            $ (13,523)
  Adjustments to reconcile net loss to net
       cash flows from operating activities:
       Depreciation and amortization                                           45,090                22,386
       Net loss on disposal of assets                                              --                    99
       Amortization of deferred debt issuance costs                             1,546                    --
       Interest expense deferred and included in
           long-term debt and non-cash interest expense                         1,266                    --
       Changes in operating assets and liabilities, net of
           effect of acquisitions:
           Accounts receivable                                                  1,209                 1,313
           Prepaid  expenses and other                                           (480)                 (515)
           Accounts  payable and accrued liabilities                           (2,710)                 (814)
           Subscriber prepayments and deposits                                   (548)                   (3)
           Accrued interest payable                                             4,714                 1,202
                                                                            ---------             ---------
               Total adjustments                                               50,087                23,668
                                                                            ---------             ---------
               Net cash flows from operating activities                        18,569                10,145
                                                                            ---------             ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                        (18,547)               (5,791)
  Pending acquisition costs                                                      (289)               (8,285)
  Cash paid for franchise costs                                                  (482)                   --
  Earnest money deposits                                                       (8,259)                   --
  Proceeds from dispositions of cable television systems                           --                15,993
  Cash paid in acquisitions of cable television systems                       (72,402)             (188,116)
                                                                            ---------             ---------
                Net cash flows from investing activities                      (99,979)             (186,199)
                                                                            ---------             ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Debt borrowings                                                             206,500               114,969
  Debt payments                                                               (76,500)                   --
  Principal payments on capital lease obligations                                 (70)                   --
  Increase in deferred financing fees                                          (5,812)               (3,738)
  Partner capital contributions                                                37,654                67,218
                                                                            ---------             ---------
                        Net cash flows from financing activities              161,772               178,449
                                                                            ---------             ---------
Net Increase (Decrease) in Cash and Cash Equivalents                           80,362                 2,395
Cash and Cash Equivalents, beginning of period                                  3,639                 2,650
                                                                            ---------             ---------
Cash and Cash Equivalents, end of period                                    $  84,001             $   5,045
                                                                            =========             =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                    $  25,564             $  10,442
                                                                            =========             =========

</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

FrontierVision  Holdings,  L.P.  ("Holdings"),   a  wholly-owned  subsidiary  of
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. Holdings had no operations from inception
through  September 18, 1997.  Holdings  Capital has nominal  assets and does not
conduct any operations.

FVOP was initially  capitalized in November 1995 with approximately $38 from its
sole limited partner,  FrontierVision  Operating Partners, Inc. ("FVOP Inc."), a
Delaware  corporation,  and  approximately  $38,300 from its, at the time,  sole
general partner, FVP. FVOP Inc., previously a wholly-owned subsidiary of FVP, is
now a wholly-owned  subsidiary of Holdings. As used herein, the "Company" refers
collectively to Holdings, Holdings Captial, FVOP, FVOP, Inc. and Capital.

As of  September  30, 1997,  the Company  owned and  operated  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.

PRINCIPLES OF CONSOLIDATION

The interim  consolidated  financial  statements for Holdings are presented on a
pooling basis as if the Formation Transaction had occurred on July 14, 1995, the
date  of  FVOP's  inception.  For  comparability,   the  consolidated  financial
statements are presented for FVOP as of and for the twelve months ended December
31, 1996.

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 FVOP's Annual Report on Form 10-K
for the year ended  December 31, 1996 (File No.  333-9535) (the "FVOP 10-K") for
additional disclosures, including a summary of FVOP's accounting policies.

The  following  notes,  insofar as they are  applicable to the nine months ended
September 30, 1997, are not audited.  In management's  opinion,  all adjustments
considered  necessary for a fair  presentation of such financial  statements are
included and all such  adjustments  are of a normal and  recurring  nature.  The
results for the nine-month  period ended  September 30, 1997 are not necessarily
indicative of the results for the entire 1997 fiscal year.

RECLASSIFICATIONS

Certain 1996 amounts have been reclassified for comparative purposes.


                                       7
<PAGE>


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

(2)      ACQUISITIONS AND DISPOSITIONS

The Company has completed several  acquisitions since its inception in July 1995
through  September 30, 1997.  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.  The following table lists
the acquisitions and the purchase price allocation for each.


<TABLE>

                                                             PRIMARY LOCATION
                   PREDECESSOR OWNER                            OF SYSTEMS           DATE ACQUIRED    ACQUISITION COST (A)

<S>                                                                  <C>                   <C>                   <C>   
United Video Cablevision, Inc. ("UVC")                        Maine and Ohio       November 9, 1995          $121,800
Longfellow Cable Company, Inc. ("Longfellow")                      Maine           November 21, 1995           $6,100
C4 Media Cable Southeast, Limited Partnership ("C4")      Virginia and Tennessee   February 1, 1996           $47,600
Americable International Maine, Inc. ("Americable")                Maine            March 29, 1996             $4,800
Cox Communications, Inc. ("Cox")                                   Ohio              April 9, 1996           $135,900
Phoenix Grassroots Cable Systems, LLC ("Grassroots")      Maine and New Hampshire   August 29, 1996            $9,700
Triax Southeast Associates, L.P. ("Triax")                   Kentucky and Ohio      October 7, 1996           $85,700
American Cable Entertainment of  Kentucky-Indiana,  Inc.   Kentucky and Indiana     October 9, 1996          $147,300
("ACE")
SRW, Inc.'s Penn/Ohio Cablevision, L.P. ( "Penn/Ohio")     Pennsylvania and Ohio   October 31, 1996            $3,800
SRW, Inc.'s Deep Creek Cable TV, L.P. ( "Deep Creek")            Maryland          December 23, 1996           $3,000
Bluegrass Cable Partners, L.P. ("Bluegrass")                     Kentucky           March 20, 1997            $10,400
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,  Inc.         Kentucky           March 31, 1997             $1,900
("Clear/B&G")
Milestone Communications of New York, L.P. ("Milestone")           Ohio             March 31, 1997             $3,000
Triax Associates I, L.P. ("Triax I")                               Ohio              May 30, 1997             $34,700
Phoenix Front Row Cablevision ("Front Row")                        Ohio              May 30, 1997              $6,900
PCI Incorporated ("Bedford")                                     Michigan           August 29, 1997            13,500 *
SRW,  Inc.'s  Blue  Ridge  Cable  Systems,  L.P.  ("Blue    Tennessee and North    September 3, 1997            4,100 
Ridge")                                                          Carolina
-------------
</TABLE>

(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
September 30, 1997.
*     Subject to adjustment.

<TABLE>
                                                                         -----------------------------------
                                                                         Acquisitions          Acquisitions
                                                                         for the Nine          for the Nine
                                                                         Months Ended          Months Ended
                                                                    September 30, 1997(a)   September 30, 1996(a)
                                                                          -------------         -------------
<S>                                                                       <C>                   <C>    

Property and equipment                                                    $      25,000         $      89,837
Franchise cost and other intangible assets                                       49,184               110,412
                                                                          -------------         -------------
    Subtotal                                                                     74,184               200,249
                                                                          -------------         -------------
Net working capital deficit                                                        (982)               (2,631)
Less - Earnest money deposits applied                                              (800)               (9,502)
                                                                          -------------         -------------
    Total cash paid for acquisitions                                      $      72,402         $     188,116
                                                                          =============         =============


------------
</TABLE>

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


                                       8
<PAGE>


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

(2)      ACQUISITIONS AND DISPOSITIONS (continued)

The Company has reported the  operating  results of its acquired  cable  systems
from the dates of their respective  acquisition.  Unaudited pro forma summarized
operating  results of the Company for the nine months ended  September 30, 1996,
assuming the C4, Cox, Triax and ACE acquisitions (the  "Acquisitions")  had been
consummated on January 1, 1996, are as follows:


<TABLE>
                                                                      --------------------------------------------------------
                                                                                Nine Months Ended September 30, 1996
                                                                      --------------------------------------------------------
                                                                      Historical                                     Pro Forma
                                                                        Results             Acquisitions               Results
                                                                      --------                --------                --------

<S>                                                                   <C>                     <C>                     <C>     
Revenue                                                               $ 46,207                $ 45,072                $ 91,279
Operating, selling, general and administrative expenses                (25,628)                (23,626)                (49,254)
Depreciation and amortization                                          (22,386)                (22,954)                (45,340)
                                                                      --------                --------                --------
Operating income (loss)                                                 (1,807)                 (1,508)                 (3,315)
Interest and other expenses                                            (11,716)                (23,065)                (34,781)
                                                                      --------                --------                --------
Net loss                                                              $(13,523)               $(24,573)               $(38,096)
                                                                      ========                ========                ========
</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 consummated during the nine-month period because these transactions were
not material on an individual or aggregate basis.

On May 8, 1997, the Company  entered into an asset  purchase  agreement with A-R
Cable  Services - ME, Inc., a  wholly-owned  subsidiary of  Cablevision  Systems
Corporation,  to acquire  certain  cable  television  assets in Maine for a cash
purchase price of approximately  $78,260.  As of September 30, 1997, the Company
had advanced  $7,816 as an earnest  money deposit  related to this  transaction.
This transaction was consummated on October 31, 1997.

On May 12, 1997, the Company  entered into an asset purchase  agreement with TCI
Cablevision of Vermont,  Inc. and Westmarc  Development Joint Venture to acquire
certain cable television assets in New Hampshire and Vermont for a cash purchase
price of $34,500. This transaction was consummated on December 2, 1997.

As of September 30, 1997, the Company had advanced $30 and $113 to Bluegrass and
Phoenix,  respectively,  in the form of letters of credit in connection with the
transfer of certain franchises in favor of the Company.

On October 15, 1997, the Company  entered into an asset purchase  agreement with
Harold's Home  Furnishings,  Inc. to acquire certain cable television  assets in
Maryland for a cash purchase price of approximately $1,500. This transaction was
consummated on October 31, 1997.

On October 15, 1997, the Company  entered into an asset purchase  agreement with
affiliates  of Cox  Communications,  Inc. to acquire  certain  cable  television
assets in Ohio for a cash purchase price of approximately $193,000.

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
$42,000.  NECMA is a  Massachusetts  S-Corporation  which owns cable  television
assets in Massachusettes.



                                       9
<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>
                                                                                  --------------------------
                                                                               September 30,       December 31,
                                                                                    1997              1996
                                                                                  --------          --------
<S>                                                                               <C>               <C>    
Bank Credit Facility (a) --
  Term loans, due June 30, 2004, interest based on various floating rate
     options (8.52% and 8.60% weighted average at September
     30, 1997 and December 31, 1996, respectively), payable monthly               $170,000          $190,000
11% Senior Subordinated Notes due 2006 (b)                                         200,000           200,000
11 7/8% Senior Discount Notes due 2007 (c)                                         150,545              --
Subordinated promissory note to UVC, due December 31,
  2004, with interest as described below (d)                                         8,845             8,124
Capital lease obligations, monthly payments of $3, including average
  interest at 9.1%, due November 1998 and May 1999                                    --                  70
                                                                                  --------          --------
Total debt                                                                        $529,390          $398,194
                                                                                  ========          ========
</TABLE>



(a)      Bank Credit Facility.

         The Company has an Amended and Restated  Credit  Facility  (the "Senior
         Credit  Facility")  which  includes a $75.0  million  revolving  credit
         facility (the "Revolving Credit Facility"),  a $100.0 million term loan
         (the  "Facility  A Term  Loan")  and a $90.0  million  term  loan  (the
         "Facility B Term  Loan").  The  Facility A Term Loan and the  Revolving
         Credit  Facility  both mature on June 30,  2004.  Escalating  principal
         payments  are due  quarterly  beginning  September  30,  1998 under the
         Facility  A  Term  Loan  with  quarterly  principal  reductions  of the
         Revolving  Credit  Facility  also  beginning  September  30, 1998.  The
         Facility B Term Loan  matures  June 30, 2005 with 91% of the  principal
         being repaid in the last four quarters of the term of the facility.

         Under the terms of the Senior Credit Facility, with certain exceptions,
         the Company has a mandatory prepayment  obligation upon any sale of new
         partnership  interests  and the sale of any of its  operating  systems.
         Further,  beginning with the year ending December 31, 1998, the Company
         is required to make  prepayments  equal to 50% of its excess cash flow,
         as  defined  in the  Senior  Credit  Facility.  The  Company  also pays
         commitment fees of 1/2% per annum on the average  unborrowed portion of
         the total amount available under the Senior Credit Facility.

         The Senior  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,  fixed charges  ratio,  and capital  expenditures.  In
         addition,  the  Senior  Credit  Facility  has  restrictions  on certain
         partnership distributions by the Company. As of September 30, 1997, the
         Company was in compliance  with the  financial  covenants of the Senior
         Credit Facility.

         All  partnership  interests  in FVOP  and all  assets  of FVOP  and its
         subsidiary are pledged as collateral for the Senior Credit Facility.




                                       10
<PAGE>


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

(3)    DEBT (continued)

         In order to convert  certain of the interest  payable at variable rates
         under the Senior Credit Facility to interest at fixed rates the Company
         has entered into interest  rate swap  agreements  for notional  amounts
         totaling $170,000 and maturing between November 15, 1999 and October 7,
         2000.  According to these agreements,  the Company pays or receives the
         difference  between (1) an average fixed rate of 5.932% and (2) various
         available  floating rate options applied to the same $170,000  notional
         amount  every three months  during the term of the  interest  rate swap
         agreement.  For the  nine-month  period ended  September 30, 1997,  the
         Company had recognized an increase in interest expense of approximately
         $267 as a result of these interest rate swap agreements.

         On September  15,  1997,  the Company  received a  commitment  from its
         principal  lenders under the Senior Credit Facility to enter into a new
         replacement senior credit facility (the "New Credit  Facility"),  which
         will refinance and replace the Senior Credit  Facility.  The commitment
         will  provide  that the lenders  will  extend up to $650,000  aggregate
         principal  amount of  revolving  credit and term loan  financing to the
         Company.  The Company  expects to enter into the New Credit Facility by
         the end of 1997.

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

(b)      Senior Subordinated Notes

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

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

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

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

(c)      Senior Discount Notes

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


                                       11
<PAGE>


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

(3)    DEBT (continued)

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

         The Discount  Notes are  redeemable  at the option of the  Issuers,  in
         whole  or in  part,  at any time on or after  September  15,  2001,  at
         redemption  prices set forth in the  Indenture  for the Discount  Notes
         (the "Discount Notes Indenture"),  plus any unpaid interest, if any, at
         the date of the redemption.  The Issuers may redeem, prior to September
         15, 2001, up to 35% of the principal amount at maturity of the Discount
         Notes  with  the net cash  proceeds  received  from one or more  public
         equity offerings or strategic equity investments at a redemption prices
         set forth in the Discount Notes Indenture, plus any unpaid interest, if
         any, at the date of the redemption.

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

 (d)     Subordinated Promissory Note to UVC

         The  subordinated  promissory  note to UVC, dated November 9, 1995 (the
         "UVC Note"), bears interest at 9% for the first three years. At the end
         of each  subsequent  year,  the annual  interest rate  increases 2% per
         year. Under the terms of the UVC Note, the Company may issue additional
         subordinated   promissory   notes  rather  than  making  cash  interest
         payments.  In this  event,  the UVC Note  bears  interest  equal to the
         annual interest of the original promissory note plus 2.5% for the first
         three years and 3% for each of the subsequent  years.  Further,  in the
         event the Company's  leverage ratio exceeds certain specified  amounts,
         the  interest  rate also  increases  by 2%.  Under the terms of the UVC
         Note, the Company can prepay the balance at any time.

The debt of the Company matures as follows:

Year Ended December 31 --
      1997                    $     --
      1998                       3,289
      1999                       8,368
      2000                      11,947
      2001                      15,527
Thereafter                     490,259
                              --------
                              $529,390
                              ========

                                       12
<PAGE>


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

(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 nine-month  periods ended  September 30,
1997 and 1996 was $2,897 and $1,509, respectively.

Estimated  future  noncancelable  lease  payments  under such lease  obligations
subsequent to September 30, 1997 are as follows:

Year Ended December 31 --
      1997                    $  150
      1998                       384
      1999                       238
      2000                       144
      2001                       120
Thereafter                       220
                              ------
                              $1,256
                              ======
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. For a more detailed
discussion of these matters,  see "Legislation and Regulation" and Note 7 to the
consolidated financial statements in the FVOP Form 10-K.

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

The  Company's  agreements  with  franchise  authorities  require the payment of
annual fees which  approximate 5% of system franchise  revenue.  Such franchises
are generally nonexclusive and are granted by local governmental authorities for
a  specified  term of years,  generally  for  extended  periods of up to fifteen
years.



                                       13
<PAGE>


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

 (5)     SUBSEQUENT EVENTS

As of December 18,  1997,  the Company had entered  into  additional  letters of
intent to acquire certain cable television  systems,  primarily located in Ohio,
Michigan  and  Kentucky,   in  three   separate   transactions,   for  aggregate
consideration of approximately $64,500.



                                       14
<PAGE>



                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                  BALANCE SHEET


                                                               --------
                                                             September 30,
                                                                 1997
                                                               --------
                                                             (Unaudited)
                                     ASSETS


Cash                                                             $100
                                                                 ----
           Total assets                                          $100
                                                                 ====


                                 OWNER'S EQUITY

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





















                     See note to accompanying balance sheet.


                                       15
<PAGE>


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


FrontierVision  Holdings Capital Corporation,  a Delaware corporation ("Holdings
Capital"),  is a  wholly  owned  subsidiary  of  FrontierVision  Holdings,  L.P.
("Holdings"),  and was  organized  on August  22,  1997 for the sole  purpose of
acting as co-issuer with Holdings of $237.7 million  aggregate  principal amount
at maturity of the 11 7/8% Senior Discount Notes.  Holdings  Capital has nominal
assets and does not have any material operations.




                                       16
<PAGE>


PART I. FINANCIAL INFORMATION


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

INTRODUCTION

The following discussion of the financial condition and results of operations of
the Company, the description of the Company's business as well as other sections
of this Form 10-Q contain certain forward-looking  statements within the meaning
of Section 21E of the  Securities  Exchange Act of 1934.  The  Company's  actual
results  could differ  materially  from those  discussed  herein and its current
business  plans  could be altered in  response  to market  conditions  and other
factors  beyond the  Company's  control.  Important  factors that could cause or
contribute to such  differences or changes  include those  discussed under "Risk
Factors" in the Company's  Registration  Statement on Form S-4 filed November 7,
1997 (File No. 333-36519).

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

<TABLE>

                                                             PRIMARY LOCATION
                   PREDECESSOR OWNER                            OF SYSTEMS           DATE ACQUIRED    ACQUISITION COST (A)

<S>                                                                  <C>                   <C>                   <C>   
United Video Cablevision, Inc. ("UVC")                        Maine and Ohio       November 9, 1995          $121,800
Longfellow Cable Company, Inc. ("Longfellow")                      Maine           November 21, 1995           $6,100
C4 Media Cable Southeast, Limited Partnership ("C4")      Virginia and Tennessee   February 1, 1996           $47,600
Americable International Maine, Inc. ("Americable")                Maine            March 29, 1996             $4,800
Cox Communications, Inc. ("Cox")                                   Ohio              April 9, 1996           $135,900
Phoenix Grassroots Cable Systems, LLC ("Grassroots")      Maine and New Hampshire   August 29, 1996            $9,700
Triax Southeast Associates, L.P. ("Triax")                   Kentucky and Ohio      October 7, 1996           $85,700
American Cable Entertainment of  Kentucky-Indiana,  Inc.   Kentucky and Indiana     October 9, 1996          $147,300
("ACE")
SRW, Inc.'s Penn/Ohio Cablevision, L.P. ( "Penn/Ohio")     Pennsylvania and Ohio   October 31, 1996            $3,800
SRW, Inc.'s Deep Creek Cable TV, L.P. ( "Deep Creek")            Maryland          December 23, 1996           $3,000
Bluegrass Cable Partners, L.P. ("Bluegrass")                     Kentucky           March 20, 1997            $10,400
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,  Inc.         Kentucky           March 31, 1997             $1,900
("Clear/B&G")
Milestone Communications of New York, L.P. ("Milestone")           Ohio             March 31, 1997             $3,000
Triax Associates I, L.P. ("Triax I")                               Ohio              May 30, 1997             $34,700
Phoenix Front Row Cablevision ("Front Row")                        Ohio              May 30, 1997              $6,900
PCI Incorporated ("Bedford")                                     Michigan           August 29, 1997            13,500 *
SRW,  Inc.'s  Blue  Ridge  Cable  Systems,  L.P.  ("Blue    Tennessee and North    September 3, 1997            4,100 
Ridge")                                                          Carolina
-------------
</TABLE>

(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
September 30, 1997.
*     Subject to adjustment.

During the third  quarter of 1996,  the Company  sold  systems  serving,  in the
aggregate, approximately 10,400 basic subscribers located in Chatsworth, Georgia
and Woodstock and New Market,  Virginia for  aggregate  disposition  proceeds of
approximately $15.0 million.

As of September 30, 1997, the Company's currently owned cable television systems
(the  "Existing  Systems")  passed   approximately   579,500  homes  and  served
approximately  401,300 basic subscribers.  The Company has operated the Existing
Systems for a limited period of time and had no operations  prior to November 9,
1995.  All  acquisitions  have been  accounted for under the purchase  method of
accounting  and,  therefore,  the  Company's   



                                       17
<PAGE>

historical  results of  operations  include the results of  operations  for each
acquired system subsequent to its respective acquisition date.

On October 31, 1997,  the Company  completed  the  acquisition  of certain cable
television assets from A-R Cable Services-ME, Inc., serving approximately 52,900
subscribers  in Maine for an aggregate  purchase  price of  approximately  $78.3
million.  Also on October 31, 1997,  the Company  completed the  acquisition  of
certain cable television  assets from Harold's Home Furnishings,  Inc.,  serving
approximately  1,400 subscribers in Maryland for approximately $1.5 million.  On
December  2, 1997,  the  Company  completed  the  acquisition  of certain  cable
television assets from TCI Cablevision of Vermont, Inc. and Westmarc Development
Joint  Venture,  serving  approximately  22,100  subscribers  in Vermont and New
Hampshire for approximately $34.5 million.

As of December 18,  1997,  the Company had entered  into  additional  letters of
intent or asset purchase agreements to acquire certain cable television systems,
primarily located in Ohio,  Massachusetts,  Michigan and Massachusetts,  in five
separate  transactions,  for aggregate  consideration  of  approximately  $257.5
million.  The  transactions  are expected to close during the fourth  quarter of
1997 and during the first  quarter of 1998.  These  transactions  are subject to
customary  closing  conditions  and certain  regulatory  approvals  that are not
completely  within  the  Company's   control.   See  Note  2  to  the  unaudited
consolidated  financial statements of the Company for more detailed descriptions
of the transactions  under asset purchase agreement and Note 5 of such financial
statements for more detailed  descriptions of the  transactions  under letter of
intent.  The  Company  has raised  additional  equity  capital  and has  secured
additional debt commitments needed to consummate these acquisitions.


RESULTS OF OPERATIONS

The three-month  period ended September 30, 1997 is the only period in which the
Company  operated all of the Existing  Systems,  although  certain  systems (the
Bedford Systems and the Blue Ridge Systems) were purchased during the period and
are  reflected  only for that portion of the period that such systems were owned
by the  Company.  The  three-month  period  ended June 30, 1997  represents  the
integration of all of the Existing  Systems  (except for the Bedford Systems and
the Blue Ridge Systems), although certain systems (the Front Row Systems and the
Triax I Systems) were  purchased  during the period and are  reflected  only for
that portion of the period that such systems were owned by the Company.

As a result of the Company's  limited  operating  history,  the Company believes
that its results of operations for the  three-month  periods ended September 30,
1997 and June 30, 1997 are not indicative of the Company's results of operations
in the future.

<TABLE>

                                ------------------------          ---------------------- 
                                   Three Months Ended               Three Months Ended
                                   September 30, 1997                  June 30, 1997
                                                    % of                             % of
                                 Amount          Revenue          Amount          Revenue
                                -------             ----          ------             ---- 
Amounts in thousands
(Unaudited)

<S>                             <C>                <C>           <C>                <C>   
Revenue                         $36,750            100.0%        $34,081            100.0%
Expenses
    Operating expenses           18,332             49.9%         17,679             51.8
    Corporate expenses            1,071              2.9%          1,048              3.1
                                -------             ----          ------             ---- 
EBITDA (a)                      $17,347             47.2%         15,354             45.1%
                                =======             ====          ======             ==== 

Basic Subs                      401,300                          390,350
Pay Units                       172,850                          164,500

-----------

</TABLE>


                                       18
<PAGE>

(a) EBITDA is defined as net income before  interest,  taxes,  depreciation  and
    amortization.  The Company  believes that EBITDA is a meaningful  measure of
    performance  because it is commonly used in the cable television industry to
    analyze and compare  cable  television  companies  on the basis of operating
    performance,  leverage and  liquidity.  In addition,  the  Company's  Senior
    Credit  Facility and Note Indenture  contain certain  covenants,  compliance
    with 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.


THREE MONTHS ENDED  SEPTEMBER  30, 1997  COMPARED TO THREE MONTHS ENDED JUNE 30,
1997

Revenue increased 7.8%, or approximately  $2.7 million,  to approximately  $36.7
million for the three months ended September 30, 1997 from  approximately  $34.1
million  for the three  months  ended June 30,  1997.  Operating  and  corporate
expenses  increased  approximately  3.7% and 2.2%,  respectively,  for the three
months ended  September 30, 1997 from the three months ended June 30, 1997.  The
number of basic subscribers  increased  approximately  2.8% from 390,350 at June
30,  1997 to 401,300 as of  September  30,  1997,  while the number of pay units
increased  approximately  5.1% from  164,500  to  172,850  over the  three-month
period.  Growth  over the  second  quarter  of 1997 in  revenue,  operating  and
corporate expenses, basic subscribers and pay units is primarily attributable to
the Company's acquisition of cable systems during August and September of 1997.

As its  operations  base has  developed,  the Company has increased its focus on
integration  of  business  operations  to  achieve   efficiencies,   significant
investment  in technical  plant and  promotion  of new and existing  services to
enhance  revenues.  The impact of certain of these  efforts  has  resulted in an
increase in EBITDA  margin  during the third quarter of 1997 to 47.2% from 45.1%
for the three months  ended June 30, 1997,  and 43.6% for the three months ended
March 31,  1997.  On a pro forma  basis,  adjusted  to  include  the  results of
operations  of the systems  acquired  during  1997,  the  Company's  revenue has
increased  approximately  2.2% and EBITDA has increased  approximately 5.4% when
compared with the quarter ended June 30, 1997, and 4.6% and 9.8%,  respectively,
when compared with the quarter ended March 31, 1997.

The  Company  consummated  two  acquisitions  during the third  quarter of 1997,
acquiring cable systems serving,  in the aggregate,  approximately  12,100 basic
subscribers  in  Michigan,   Tennessee  and  North  Carolina.   The  Company  is
integrating  employees  from the  predecessor  owners  and is in the  process of
reducing  employee  staffing  from  pre-acquisition   levels.  The  Company  has
completed  the  conversion  of  separate  billing  systems  for  each  of  these
acquisitions into its automated billing system and centralized database and will
serve the customers  associated  with these  systems from its regional  customer
service centers in Chillicothe, Ohio and Greenville, Tennessee.

Marketing  initiatives  for the quarter  ended  September  30, 1997 included new
premium service promotions,  sales audits and remarketing, and channel additions
and service rate increases in selected  cable systems.  During the quarter ended
September 30, 1997, the Company's  centralized  telemarketing  center  contacted
approximately 50,500 of its subscribers,  marketing the "Ultimate TV" package: a
premium service package consisting of two to four premium channels.  As a result
of its  marketing  efforts,  the  Company  increased  the  number  of pay  units
purchased by those subscribers by approximately  10.6% during the third quarter.
The  Company  has also  continued  its sales  audit and  door-to-door  marketing
program,  inspecting  selected systems to clean up its billing data base, verify
homes  passed  data,  market  services  to  potential   customers  and  identify
unauthorized  subscribers,  which the  Company  attempts  to  convert  to paying
subscribers.  During the third quarter,  the Company  increased basic and tiered
basic rates to approximately  55,400  subscribers,  or approximately  35% of its
subscribers,  in the Ohio cluster.  The service rate  increases  were  generally
accompanied by selective channel additions;  the combined basic and tiered basic
rate was increased an average of 5.8%.  Although there can be no assurance as to
the  long-term  effect of the rate  adjustments,  the Company  believes that its
strategy of increasing service rates while simultaneously offering more services
and  greater  customer  choice  will have a  positive  impact  on its  financial
results.


                                       19
<PAGE>


The Company  continues the process of rebuilding and upgrading  certain systems,
completing line extensions and consolidating  headends.  The Company had capital
expenditures  of  approximately  $8.7 million  during the third  quarter of 1997
related to its technical enhancement activities. Approximately one-half of third
quarter  capital  expenditures  are related to the process of system rebuild and
upgrade  activity,  primarily  in the New England and Ohio  operating  clusters.
During the third quarter,  the Company has commenced six new rebuild and upgrade
projects.  The Company is at varying  stages of completion on fourteen  separate
rebuild and upgrade projects in systems serving, in the aggregate, approximately
52,700  basic  subscribers.  The Company is also in the  process of  eliminating
additional  headend  facilities.  Approximately  39  new  miles  of  plant  were
activated in the third quarter, passing approximately 1,300 new homes.


THREE MONTHS ENDED  SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1996

The following table sets forth,  for the three-month  period ended September 30,
1997 and 1996, certain statement of operations and other data of the Company. As
a result of the Company's limited operating  history,  the Company believes that
its  results  of  operations  for the  periods  presented  in this table are not
indicative of the Company's future results.


<TABLE>
                              ----------------------       ---------------------- 
                                Three Months Ended          Three Months Ended
                                September 30, 1997          September 30, 1996
                                                % of                         % of
                               Amount        Revenue        Amount        Revenue
                              -------           ----       -------           ---- 
Amounts in thousands
(Unaudited)
<S>                           <C>              <C>         <C>              <C>   
Revenue                       $36,750          100.0%      $18,668          100.0%
Expenses
    Operating expenses         18,332           49.9         9,989           53.5
    Corporate expenses          1,071            2.9           706            3.8
                              -------           ----       -------           ---- 
EBITDA                        $17,347           47.2%      $ 7,973           42.7%
                              =======           ====       =======           ==== 

Basic Subscribers             401,300                      215,300
Pay Units                     172,850                       91,300

</TABLE>


Revenue increased 96.9%, or approximately  $18.1 million, to approximately $36.8
million for the three months ended September 30, 1997 from  approximately  $18.7
million for the three months ended  September 30, 1996.  Operating and corporate
expenses increased  approximately 83.5% and 51.7%,  respectively,  for the three
months ended  September 30, 1997 from the three months ended September 30, 1996.
The number of basic subscribers  increased  approximately  86.4% from 215,300 at
September 30, 1996 to 401,300 as of September 30, 1997,  while the number of pay
units increased approximately 89.3% from 91,300 to 172,850 over the twelve-month
period.

Significant  growth  in  revenue,   operating  and  corporate  expenses,   basic
subscribers and pay units is primarily attributable to the Company's acquisition
of cable systems in eleven separate  transactions.  The Company's  primary focus
over the  twelve-month  period  ended  September  30,  1997 has been to  achieve
critical mass through acquisitions, to establish its core geography and to begin
the consolidation of operations.


NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

The following  table sets forth,  for the nine-month  period ended September 30,
1997 and 1996, certain statement of operations and other data of the Company. As
a result of the Company's limited operating  history,  the Company believes that
its  results  of  operations  for the  periods  presented  in this table are not
indicative of the Company's future results.



                                       20
<PAGE>


<TABLE>
                              -----------------------       ----------------------- 
                                 Nine Months Ended             Nine Months Ended
                                September 30, 1997            September 30, 1996
                                                 % of                          % of
                                Amount        Revenue        Amount         Revenue
                              --------           ----       --------           ---- 
Amounts in thousands
(Unaudited)
<S>                           <C>               <C>         <C>               <C>   
Revenue                       $102,386          100.0%      $ 46,207          100.0%
Expenses
    Operating expenses          52,794           51.6         23,657           51.2
    Corporate expenses           3,120            3.0          1,971            4.3
                              --------           ----       --------           ---- 
EBITDA                        $ 46,472           45.4%      $ 20,579           44.5%
                              ========           ====       ========           ==== 

</TABLE>


Revenue  increased  121.6%,  or  approximately  $56.2 million,  to approximately
$102.4 million for the nine months ended  September 30, 1997 from  approximately
$46.2  million for the nine months  ended  September  30,  1996.  Operating  and
corporate expenses increased approximately 123.2% and 58.3%,  respectively,  for
the nine months ended  September  30, 1997 from the nine months ended  September
30, 1996.  Significant  growth in revenue,  operating and corporate  expenses is
primarily  attributable  to the  Company's  acquisition  of cable systems in ten
separate acquisitions.


LIQUIDITY AND CAPITAL RESOURCES

The cable television  business  generally requires  substantial  capital for the
construction, expansion and maintenance of the delivery system. In addition, the
Company has pursued,  and intends to pursue in the future,  a business  strategy
which  includes   selective   acquisitions.   The  Company  has  financed  these
expenditures to date through a combination of cash from operations, indebtedness
and equity capital. The Company intends to continue to finance such expenditures
in the future through these same sources.

The Company has  entered  into a $265.0  million  Amended  and  Restated  Credit
Agreement  (the "Senior  Credit  Facility")  with The Chase  Manhattan  Bank, as
Administrative  Agent, J.P. Morgan  Securities Inc., as Syndication  Agent, CIBC
Inc., as Managing Agent,  and the other lenders  signatory  thereto.  The Senior
Credit Facility includes a $75.0 million,  8.25-year  reducing  revolving credit
facility (the "Revolving  Credit  Facility"),  a $100.0 million,  8.25-year term
loan (the "Facility A Term Loan") and a $90.0 million,  9.25-year term loan (the
"Facility B Term  Loan").  At  September  30,  1997,  the Company had no amounts
outstanding under the Revolving Credit Facility, $89.5 million outstanding under
the Facility A Term Loan and $80.5 million outstanding under the Facility B Term
Loan.  The  weighted  average  interest  rates  at  September  30,  1997  on the
outstanding  borrowings  under the  Facility A Term Loan and the Facility B Term
Loan were approximately 8.16% and 8.91%,  respectively.  The Company has entered
into interest rate  protection  agreements  to hedge the  underlying  LIBOR rate
exposure for $170.0  million of  borrowings  through  November  1999 and October
2000.  For the  nine-month  period ended  September  30,  1997,  the Company had
recognized an increase to interest expense of approximately $267,000 as a result
of these interest rate swap agreements.

In general,  the Senior 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 Senior  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 Senior Credit Facility.

The Senior  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

                                       21
<PAGE>

and each of its  subsidiaries.  In addition,  in the event of the occurrence and
continuance  of an event of  default  under  the  Senior  Credit  Facility,  the
Administrative  Agent is entitled to replace the general  partner of the Company
with its designee.

On September  15, 1997,  the Company  received a commitment  from its  principal
lenders under the Senior Credit Facility to enter into a new replacement  senior
credit  facility (the "New Credit  Facility"),  which will refinance and replace
the Senior Credit  Facility.  The commitment  will provide that the lenders will
extend up to $650,000  aggregate  principal  amount of revolving credit and term
loan financing to the Company.  The Company expects to enter into the New Credit
Facility by the end of 1997.

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

In addition, in connection with the acquisition of the ACE Systems and the Triax
Systems, FrontierVision Partners, L.P. ("FVP"), FVOP's previous general partner,
received  additional equity  commitments of approximately  $76.0 million.  As of
September 30, 1997, all of such equity  commitments had been invested in FVP and
FVP had contributed substantially all of such equity investments to the Company.

On September 19, 1997, Holdings issued, pursuant to a private offering,  $237.65
million aggregate  principal amount at maturity of 11 7/8% Senior Discount Notes
due 2007 (the "Discount Notes").  Net proceeds from the issuance of the Discount
Notes of  $142.3  million  were  contributed  by  Holdings  to FVOP as a capital
contribution on September 19, 1997. The capital  contribution  from Holdings was
used by FVOP to repay certain  existing bank  indebtedness of $65.5 million with
the  remainder  placed in escrow to  finance  pending  acquisitions.  The escrow
proceeds have been fully invested as of December 18, 1997. Holdings and Holdings
Capital  (collectively,  the "Issuers")  filed an exchange offer with respect to
the Discount Notes on Form S-4 with the  Securities  and Exchange  Commission on
September 26, 1997 (File No. 333-36519).  The Issuers' registered exchange offer
of $237.65  million  aggregate  original  principal  amount at  maturity  of the
11-7/8% Senior  Discount Notes due 2007 (the "Exchange  Notes") for the Discount
Notes expired at 5:00 p.m. on Friday,  December 12, 1997, in accordance with its
terms.  The form and  terms of the  Exchange  Notes are the same as the form and
terms of the Discount  Notes except that (i) the issuance of the Exchange  Notes
was registered  under the Securities Act and,  therefore,  the Exchange Notes do
not bear legends  restricting  their transfer,  and (ii) holders of the Exchange
Notes are not entitled to certain  rights of holders of the Discount Notes under
a registration rights agreement.

During the  nine-month  period ended  September 30, 1997,  the Company  received
approximately  $37.7 million of equity  contributions  from its  partners.  Such
equity  contributions  and  senior  debt,  along with cash flow  generated  from
operations,  has 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 Senior Credit Facility from EBITDA of approximately  $46.5
million  generated by the Company for the nine-month  period ended September 30,
1997.

In connection  with the  acquisition  of the UVC Systems,  the Company  issued a
subordinated note to UVC in the aggregate  principal amount of $7.2 million (the
"UVC  Note").  The  Company may repay the UVC Note at any time.  However,  as of
December 18, 1997, the UVC Note had not yet been repaid.

                                       22
<PAGE>


CASH FLOWS FROM OPERATING ACTIVITIES

Cash flows from  operating  activities  for the nine months ended  September 30,
1997 were $18.6  million  compared to $10.1  million  for the nine months  ended
September 30, 1996.  The increase was primarily due to cable  television  system
operations acquired during 1996 and 1997.


CASH FLOWS FROM INVESTING ACTIVITIES

Investing  cash flows  were  primarily  used to fund  capital  expenditures  and
acquire cable television systems. Capital expenditures for the nine-month period
ended  September  30,  1997  were   approximately   $18.6  million  compared  to
approximately  $5.8 million for the nine-month  period ended September 30, 1996.
Capital  expenditures  primarily  consisted of expenditures for the construction
and expansion of the delivery system, and additional costs were incurred related
to the  expansion  of customer  service  facilities.  In  addition,  the Company
capitalized  approximately  $0.5 million  attributable  to the cost of obtaining
certain franchise, leasehold and other long-term agreements. The Company expects
to  spend  in  excess  of $53  million  over the  next  two  years  for  capital
improvement related projects  consisting  primarily of (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 HITS digital  television system and (v) the upgrade of
a portion of the Company's cable television distribution systems to, among other
things,   increase   bandwidth  and  channel  capacity.   The  Company  invested
approximately  $72.4  million  in  acquisitions  during  the nine  months  ended
September  30, 1997  compared  with  approximately  $188.1  million for the same
period in 1996.


CASH FLOWS FROM FINANCING ACTIVITIES

Acquisitions  during the nine months  ended  September  30,  1997 were  financed
primarily with equity  contributions from the Company's  partners;  acquisitions
during the nine months ended  September 30, 1996,  were financed  primarily with
borrowings under the Senior Credit Facility and, to a lesser extent, with equity
contributions from the Company's partners.



                                       23
<PAGE>


PART II.          OTHER INFORMATION

Items 1 through 5.

    None.

Item 6

<TABLE>

    (a)  Exhibits

       <S>     <C>                                                                                                      
        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
                HoldingsCapital Corporation and U.S. Bank National Association d/b/a Colorado National Bank, as
                Trustee. (3)
        10.20   Amendment No. 4 to Senior Credit Facility. (4)
        27.6    Financial  Data  Schedule  as of and for the  nine-month  period
                ended  September 30, 1997 and Financial  Data Schedule as of and
                for the three-month period ended September 30, 1997.
       ---------------
</TABLE>

       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.
       (4)    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, 1997, File No. 333-9535.


    (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/  JAMES W. MCHOSE
                                      ---------------------
                                      James W. McHose
                                      Vice President and Treasurer



Date:    December 18, 1997   By:      /s/ JAMES W. MCHOSE
                                      -------------------
                                      James W. McHose
                                      Vice President and Treasurer



                             By:      /s/   JAMES W. MCHOSE
                                      ---------------------
                                      James W. McHose
                                      Vice President and Treasurer
                                      (Principal Accounting Officer)



                             FRONTIERVISION HOLDINGS CAPITAL CORPORATION


Date:  December 18, 1997     By:      /s/ JAMES W. MCHOSE
                                      -------------------
                                      James W. McHose
                                      Vice President and Treasurer



                             By:      /s/ JAMES W. MCHOSE
                                      -------------------
                                      James W. McHose
                                      Vice President and Treasurer
                                      (Principal Accounting Officer)




                                       25
<PAGE>