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

                                    FORM 10-Q

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

       For the quarterly period ended March 31, 1999

                                                        OR

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

       For the transition period from _________to_________

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

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

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

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

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

         Indicate  by check  mark  whether  the  Registrants  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days.

                           Yes [x]**                            No [ ]

         Number of shares of common  stock of  FrontierVision  Holdings  Capital
Corporation and FrontierVision Holdings Capital II Corporation outstanding as of
May 7, 1999: 100 and 100, respectively.

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

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


<PAGE>


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


                      FOR THE QUARTER ENDED MARCH 31, 1999


                                      INDEX

<TABLE>

PART I.  Financial Information                                                                      PAGE

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

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

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

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

PART II.          Other Information..................................................................29

</TABLE>



                                       2
<PAGE>




                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

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



<TABLE>
                                                                            -------------------------------------
                                                                               March 31,           December 31,
                                                                                 1999                  1998
                                                                            ----------------       --------------
                                                                              (Unaudited)
                                   ASSETS
<S>                                                                          <C>                    <C>        
  Cash and cash equivalents                                                  $     11,425           $     5,091
  Accounts receivable, net of allowance for doubtful accounts
      of $216 and $666                                                             12,489                13,602
  Other receivables                                                                   374                   174
  Prepaid expenses and other                                                        4,122                 4,046
  Investment in cable television systems, net:
      Property and equipment                                                      344,548               342,754
      Franchise cost and other intangible assets                                  802,581               820,524
                                                                             ------------           -----------
         Total investment in cable television systems, net                      1,147,129             1,163,278
                                                                             ------------           -----------
  Deferred financing costs, net                                                    23,555                24,080
  Earnest money deposits                                                              100                   150
                                                                             ------------           -----------
         Total assets                                                        $  1,199,194           $ 1,210,421
                                                                             ============           ===========

                      LIABILITIES AND PARTNERS' CAPITAL
  Accounts payable                                                           $     11,413           $    18,233
  Accrued liabilities                                                              21,048                17,169
  Subscriber prepayments and deposits                                               3,480                 3,312
  Accrued interest payable                                                         14,940                 9,547
  Deferred Income Taxes                                                            11,161                11,856
  Debt                                                                          1,128,567             1,121,142
                                                                             ------------           -----------
       Total liabilities                                                        1,190,609             1,181,259
                                                                             ------------           -----------

  Partners' capital:
      FrontierVision Partners, L.P.                                                 8,576                29,133
      FrontierVision Holdings, LLC                                                      9                    29
                                                                             ------------           -----------
         Total partners' capital                                                    8,585                29,162
  Commitments                                                                
                                                                             ------------           -----------
         Total liabilities and partners' capital                             $  1,199,194           $ 1,210,421
                                                                             ============           ===========

</TABLE>






          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


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

<TABLE>

                                                                            -------------------------------------------
                                                                                For the Three        For the Three
                                                                                Months Ended          Months Ended
                                                                                  March 31,            March 31,
                                                                                    1999                  1998
                                                                             -------------------- ---------------------


<S>                                                                              <C>                  <C>         
Revenue                                                                          $     72,417         $     53,819
Expenses:
    Operating expenses                                                                 37,893               27,693
    Corporate administrative expenses                                                   1,740                1,566
    Depreciation and amortization                                                      30,319               23,769
    Storm related costs                                                                     -                  705
                                                                                 ------------         ------------
        Total expenses                                                                 69,952               53,733
                                                                                 ------------         ------------
Operating income                                                                        2,465                   86
Interest expense, net                                                                 (25,375)             (19,922)
Other income (expense)                                                                  1,638                    -
                                                                                  -----------          -----------
Net loss before income tax benefit                                                    (21,272)             (19,836)
Income tax benefit                                                                        695                    -
                                                                                 ------------         ------------
Net loss                                                                         $    (20,577)        $    (19,836)
                                                                                 ============         ============

Net loss allocated to:
FrontierVision Partners, L.P.                                                    $    (20,557)        $    (19,817)
     (General  Partner)
FrontierVision Holdings, LLC                                                              (20)                 (19)
                                                                                 ------------         ------------
     (Limited Partner)                                                           $    (20,577)        $    (19,836)
                                                                                 ============         ============
</TABLE>


















          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


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


<TABLE>

                                                      --------------------------------------------------------------
                                                         FrontierVision       FrontierVision
                                                         Partners, L.P.       Holdings, LLC
                                                       (General Partner)    (Limited Partner)          Total

<S>                                                      <C>                        <C>              <C>            
Balance, December 31, 1998                               $      29,133           $          29      $      29,162
      Net loss (Unaudited)                                     (20,557)                    (20)           (20,577)
                                                         -------------           -------------      -------------
Balance, March 31, 1999                                  $       8,576           $           9      $       8,585
                                                         =============           =============      =============
</TABLE>






































          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>




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



<TABLE>
                                                                           -----------------------------------------
                                                                             For the Three         For the Three
                                                                              Months Ended          Months Ended
                                                                               March 31,             March 31,
                                                                                  1999                  1998
                                                                           -------------------   -------------------

Cash Flows From Operating Activities:
      Net loss                                                                $        (20,577)       $      (19,836)
     
      Adjustments to reconcile net loss to net 
          cash flows from operating activities:
          Depreciation and amortization                                                 30,319                23,769
          Deferred tax benefit                                                            (695)                    -
          Gain on disposal of assets                                                    (1,869)                    -
          Amortization of deferred debt issuance costs                                     901                   664
          Accretion of interest on indebtedness                                          6,223                 4,646
          Changes in operating assets and liabilities, net of
              effect of acquisitions:                                                             
              Accounts receivable                                                          577                   641
              Prepaid  expenses and other                                                  (80)                 (452)
              Accounts payable and accrued liabilities                                  (2,609)                1,073
              Subscriber prepayments and deposits                                          168                   424
              Accrued interest payable                                                   5,393                 5,900
                                                                              ----------------      ----------------
                   Total adjustments                                                    38,328                36,665
                                                                              ----------------      ----------------
                   Net cash flows from operating activities                             17,751                16,829
                                                                              ----------------      ----------------
Cash Flows From Investing Activities:
      Capital expenditures                                                             (18,407)               (9,475)
      Pending transaction costs                                                           (275)                   42
      Cash paid for franchise costs                                                       (115)                   (2)
      Proceeds from disposition of real estate                                           1,470                     -
      Proceeds from disposition of cable television assets                               5,228                     -
      Cash paid in acquisitions of cable television systems                               (144)              (14,940)
                                                                              ----------------      ----------------
                   Net cash flows from investing activities                            (12,243)              (24,375)
                                                                              ----------------      ----------------
Cash Flows From Financing Activities:
      Debt borrowings                                                                    3,138                15,000
      Repayment of indebtedness                                                         (1,875)                    -
      Principal payments on capital lease obligations                                      (61)                    -
      Increase in deferred financing fees                                                 (369)                    -
      Offering costs related to Senior Subordinated Notes                                   (7)                  (23)
      Offering costs related to Senior Discount Notes                                        -                  (137)
                                                                              ----------------      ----------------
                           Net cash flows from financing activities                        826                14,840
                                                                              ----------------      ----------------
Net Increase (Decrease) in Cash and Cash Equivalents                                     6,334                 7,294
Cash and Cash Equivalents, beginning of period                                           5,091                 4,728
                                                                              ----------------      ----------------
Cash and Cash Equivalents, end of period                                      $         11,425      $         12,022
                                                                              ================      ================

Supplemental Disclosure of Cash Flow Information:
      Cash paid for interest                                                  $         12,894      $          8,824
                                                                              ================      ================



          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>




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


(1)      STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

Organization and Capitalization

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

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

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

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

Allocation of Profits, Losses and Distributions

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

Reference to Annual Report

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

The following  notes,  insofar as they are  applicable to the three months ended
March 31, 1999,  are not  audited.  In  management's  opinion,  all  adjustments
considered  necessary for a fair  presentation of such financial  statements are
included and all such  adjustments  are of a normal and  recurring  nature.  The
results for the  three-month  period  ended  March 31, 1999 are not  necessarily
indicative of the results for the entire 1999 fiscal year.



                                       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)

Income Taxes

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

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

New Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  ("SFAS  133"),  which is effective  for all fiscal years  beginning
after June 15, 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 is not expected to be material.

Reclassifications

Certain amounts have been reclassified for comparative purposes.


(2)      STORM RELATED COSTS

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





                                       8
<PAGE>




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


(3)      ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company has  completed  several  acquisitions  since its  inception  through
December 31, 1998.  All of the  acquisitions  have been  accounted for using the
purchase  method of accounting,  and,  accordingly,  the purchase price has been
allocated  to the  assets  acquired  and  liabilities  assumed  based  upon  the
estimated fair values at the respective  dates of acquisition.  Such allocations
are subject to  adjustments  as final  appraisal  information is received by the
Company.  Amounts  allocated to property and equipment and to intangible  assets
will be respectively  depreciated and amortized,  prospectively from the date of
acquisition  based upon remaining  useful lives and  amortization  periods.  The
following table lists the  acquisitions  and the purchase price for transactions
occurring in the most recent two years.

--------------------------------------------------------------------------------------------------------------------------------
                   Predecessor Owner                      Primary Location of Systems     Date Acquired     Acquisition Cost (a)
                   -----------------                      ---------------------------     -------------     --------------------
<S>                                                                   <C>                   <C>                     <C>    
Bluegrass Cable Partners, L.P.                                      Kentucky              March 20, 1997            $10,400
Clear Cable T.V., Inc. and B&G Cable T.V. Systems, Inc.             Kentucky              March 31, 1997             $1,800
Milestone Communications of New York, L.P.                            Ohio                March 31, 1997             $3,000
Triax Associates I, L.P. ("Triax I")                                  Ohio                 May 30, 1997             $34,800
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           $78,600
Harold's Home Furnishings, Inc.                            Pennsylvania and Maryland     October 31, 1997            $1,600
TCI Cablevision of Vermont, Inc. and Westmarc Development  
         Joint Venture ("TCI-VT/NH")                       Vermont and New Hampshire     December 2, 1997           $34,800
Cox Communications, Inc. ("Cox-Central Ohio")                         Ohio              December 19, 1997          $204,100
TVC-Sumpter Limited Partnership and North Oakland Cablevision         
         Partners Limited Partnership                              Michigan               March 6, 1998             $14,400
TCI Cablevision of Ohio, Inc.                                         Ohio                April 1, 1998             $10,000
New England Cablevision of Massachusetts, Inc. ("NECMA")         Massachusetts            April 3, 1998             $44,900
Ohio Cablevision Network, Inc. ("TCI-Bryan")                          Ohio                July 31, 1998             $37,400
Unity Cable Television, Inc.                                         Maine              September 30, 1998             $800
Appalachian Cablevision of Ohio                                       Ohio              September 1, 1998              $300
State Cable TV Corporation ("State")                          Maine, New Hampshire       October 23, 1998          $190,200*
Paint Valley Cable                                                    Ohio               October 30, 1998            $1,900
CASCO                                                                Maine              November 30, 1998            $3,200
---------------
</TABLE>

(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
March 31, 1999.
*     Subject to adjustment.












                                       9
<PAGE>




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


(3)      ACQUISITIONS AND DISPOSITIONS (continued)

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

                                                               -----------------
                                                                Acquisitionsfor
                                                                the three months
                                                                ended March 31, 
                                                                  1998 (a)
                                                                  --------
    Property and equipment                                       $     3,550
    Franchise costs and other intangible assets                       11,440
                                                                 -----------
         Subtotal                                                     14,990
    Net working capital (deficit)                                        (50)
                                                                 -----------
         Total cash paid for acquisitions                        $    14,940
                                                                 ===========

------------
(a) The combined  purchase price includes certain purchase price adjustments for
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, assuming the Triax I, Cablevision,  TCI-VT/NH,
Cox-Central   Ohio,   NECMA,   TCI-Bryan  and  State  Cable   acquisitions  (the
"Acquisitions") had been consummated on January 1, 1997, are as follows:

<TABLE>
                                                          -------------------------------------------------
                                                                 Three Months Ended March 31, 1998
                                                          -------------------------------------------------
                                                            Historical                        Pro Forma
                                                             Results         Acquisitions       Results
                                                             -------         ------------       -------
<S>                                                          <C>             <C>               <C>          
Revenue                                                      $    53,819     $     11,596      $      65,415
Operating, selling, general and administrative expenses          (29,964)          (8,359)           (38,323)
Depreciation and amortization                                    (23,769)          (5,880)           (29,649)
                                                             -----------     ------------      -------------
Operating income (loss)                                               86           (2,643)            (2,557)
Interest and other expenses                                      (19,922)          (5,131)           (25,053)
                                                             -----------     ------------      -------------
Net loss                                                     $   (19,836)    $     (7,774)     $     (27,610)
                                                             ===========     ============      =============
</TABLE>

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

Dispositions

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





                                       10
<PAGE>




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


 (4)     DEBT

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

                                                                                            -------------------------------
                                                                                              March 31,      December 31,
                                                                                                1999             1998
                                                                                                ----             ----
       Bank Credit Facility (a) --
        Revolving Credit Facility, interest based on various floating rate options (7.01%
<S>                                                                                         <C>             <C>         
          average at March 31, 1999), payable monthly                                       $    172,000    $    172,000
        Term loans, interest based on various floating libor rate options                            
            (7.01% and 7.39% weighted average at March 31, 1999 and December 1998,
            respectively), payable monthly                                                       496,250         498,125
       11% Senior Subordinated Notes due 2006 (b)                                                200,000         200,000
       11 7/8% Senior Discount Notes due 2007 (c)                                                255,755         249,532
       Capital leases                                                                              4,562           1,485
                                                                                            ------------    ------------
            Total debt                                                                      $  1,128,567    $  1,121,142
                                                                                            ============    ============
</TABLE>

(a)      Bank Credit Facility.

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

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

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

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




                                       11
<PAGE>




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


(4)      DEBT (continued)

(b)      Senior Subordinated Notes

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

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

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

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

         The fair market value of the Notes is estimated  based on Portal Market
         quotations of the issue. At March 31, 1999, the fair value of the Notes
         was $224,500.

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

(c)      Senior Discount Notes

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

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

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

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




                                       12
<PAGE>




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


(4)      DEBT (continued)

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

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

         The fair  value of the  Discount  Notes is  estimated  based on  Portal
         Market quotations of the issue. At March 31, 1999, the approximate fair
         value of the Company's Discount Notes was approximately $198,600.

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

(d)      Interest Rate Protection Agreements

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

         On January 8, 1999, the Company  amended its collar  interest rate swap
         agreement  that it had  entered  into on April 8,  1998 for a  notional
         amount of $100,000.  The amended collar  agreement  matures on April 8,
         2001. The collar agreement provides for different exchanges between the
         Company and the counterparty depending on the level of the floating one
         month LIBOR rate (5.00% at March 31, 1999).  Such exchanges occur every
         month during the term of the collar agreement.  The different exchanges
         are as follows:

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

         On October 3, 1997, in order to convert certain of the interest payable
         at  variable  rates under  indebtedness,  the  Company  entered  into a
         forward  interest rate swap  agreement.  This  commenced on October 15,
         1998, for a notional amount totaling $150,000,  maturing on October 15,
         2001.  According  to this  agreement,  the Company pays or receives 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





                                       13
<PAGE>




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


(4)      DEBT (continued)

         the interest rate swap  agreement.  This  agreement  was  terminated on
         January 15, 1999,  at which time the company  entered into a new collar
         interest  rate  swap  agreement  for  a  notional  amount  of  $150,000
         ("$150,000 Collar Agreement")  maturing on April 15, 2002. There was no
         termination fee associated with this  transaction.  The $150,000 Collar
         Agreement provides for different  exchanges between the Company and the
         counterparty  depending on the level of the floating  three month LIBOR
         rate (5.00% at March 31, 1999). Such exchanges occur every three months
         during  the  term  of the  $150,000  Collar  Agreement.  The  different
         exchanges are as follows:

         (1) When LIBOR is below 4.95%, the Company pays to the counterparty the
             difference  between  the fixed  rate of 6.15%  and the LIBOR  rate,
             applied to the $100,000 notional amount;
         (2) When LIBOR is between  6.15% and 6.65%,  the Company  receives from
             the counterparty the difference between the fixed rate of 6.15% and
             LIBOR rate, applied to the $100,000 notional amount;
         (3) When  LIBOR is in excess of 6.65% or between  6.15% and 4.95%,  the
             Collar Agreement has no financial effect.

         For the three  months  ended  March  31,  1999 and  1998,  the  Company
         recognized an increase in interest  expense of  approximately  $365 and
         $56, respectively, as a result of the interest rate swap agreements.

         Information  concerning the Company's interest rate agreements at March
         31, 1999 is as follows:

                                                                   Amount to be
                                          Notional                  paid upon
               Expiration date             amount                termination (a)
               ---------------             ------                ---------------
         April 7, 1999                 $    100,000               $       219.8
         November 15, 1999                   65,000                       380.4
         November 15, 1999                   22,500                         5.1
         April 8, 2001                      100,000                       610.1
         April 8, 2002                      100,000                     1,699.5
         April 15, 2002                     150,000                     2,422.0
                                       ------------               -------------
                                       $    537,500               $     5,336.9
                                       ============               =============

         (a)      The  estimated  amount that the Company would pay to terminate
                  the  agreements  on March 31,  1999.  This  amount  takes into
                  consideration    current    interest   rates,    the   current
                  creditworthiness of the counterparties and represents the fair
                  value of the interest rate agreements.

The debt of the Company matures as follows:

             Year Ended December 31 --
             -------------------------
             1999                                            $       9,269
             2000                                                   24,575
             2001                                                   34,575
             2002                                                   44,575
             2003                                                   55,825
             Thereafter                                            959,748
                                                              ------------
                                                              $  1,128,567
                                                              ============




                                       14
<PAGE>



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

(5)      COMMITMENTS AND CONTINGENCIES

The Company has annual  commitments  under lease  agreements  for office  space,
equipment,  pole rental and land upon which  certain of its towers and  antennae
are  constructed.  Rent expense for the three  months ended March 31, 1999,  and
1998 was $1,643, and $1,320, respectively.

Estimated  future  noncancelable  lease  payments  under such lease  obligations
subsequent to March 31, 1999 are as follows:

               Year Ended December 31 --
               -------------------------
               1999                                       $      1,175
               2000                                              1,256
               2001                                                934
               2002                                                788
               2003                                                537
               Thereafter                                          777
                                                          ------------
                                                          $      5,467
                                                          ============

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

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

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




                                       15
<PAGE>




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

(6)      YEAR 2000 COMPLIANCE

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

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


(7)      SALE OF COMPANY

On February 22, 1999,  FVP entered into a  definitive  agreement  with  Adelphia
Communications  Corporation to sell all outstanding partnership interests of FVP
in exchange for cash, the assumption of certain liabilities and 7 million shares
of Adelphia Class A common stock.




                                       16
<PAGE>




                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                  BALANCE SHEET


<TABLE>

                                                                                  -----------------------------------
                                                                                     March 31,        December 31,
                                                                                       1999               1998
                                                                                  ----------------  -----------------
                                                                                    (Unaudited)
                                       ASSETS


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


                                   OWNER'S EQUITY

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

























                     See note to accompanying balance sheet.




                                       17
<PAGE>




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


FrontierVision  Holdings Capital Corporation,  a Delaware corporation ("Holdings
Capital"),  is a  wholly  owned  subsidiary  of  FrontierVision  Holdings,  L.P.
("Holdings"),  and was  organized  on August  22,  1997 for the sole  purpose of
acting as co-issuer with Holdings of $237.7 million  aggregate  principal amount
at  maturity  of the 11 7/8%  Senior  Discount  Notes.  Holdings  Capital had no
operations from September 18, 1997 through March 31, 1999.





                                       18
<PAGE>




                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                                  BALANCE SHEET


<TABLE>
                                                                                                    
                                                                               --------------------------------------
                                                                                  March 31,           December 31,
                                                                                     1999                 1998
                                                                               -----------------    -----------------

                                    ASSETS


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


                        LIABILITIES AND OWNER'S EQUITY

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

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


























                   See accompanying note to the balance sheet.



                                       19
<PAGE>




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


FrontierVision   Holdings  Capital  II  Corporation,   a  Delaware   corporation
("Holdings  Capital  II"),  is  a  wholly  owned  subsidiary  of  FrontierVision
Holdings, L.P. ("Holdings"), and was organized on December 2, 1998, for the sole
purpose  of  acting  as  co-issuer  with  Holdings  of $91.3  million  aggregate
principal  amount at maturity of the 11 7/8% Senior  Discount  Notes,  Series B.
Holdings Capital II had no operations from inception through March 31, 1999.












                                       20
<PAGE>




PART I. FINANCIAL INFORMATION

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


The following discussion of our financial condition and results of operations as
well as  other  sections  of this  Form  10-Q  contain  certain  forward-looking
statements.  Our actual  results could differ  materially  from those  discussed
herein and our  current  business  plans may be altered  in  response  to market
conditions  and other factors beyond our control.  Important  factors that could
cause or contribute to such differences or changes include those discussed under
"Risk Factors" in the Company's Post-Effective Amendment No. 2 to Form S-4 filed
April 2, 1998 (File No.  333-36519).  Additionally,  our investors'  decision to
sell  their  ownership  interest  in  our  company  to  Adelphia  Communications
Corporation may ultimately  cause our business plan and results of operations to
differ  materially from our current  business plan and expected future operating
results.


Introduction

In this section,  we explain the general financial  condition and the results of
operations for FrontierVision and its subsidiaries including what factors affect
our  business,  what our revenues and expenses were for three months ended March
31, 1999 and 1998,  why those revenues and expenses were different from the year
before and how all of this effects our overall financial position.

We commenced operations in November,  1995 with the acquisition of certain cable
television  systems.  Since that first  acquisition,  we have  completed over 30
separate  acquisitions  and  have  grown to  become  one of the  twenty  largest
multiple system operators in the United States, serving over 696,000 subscribers
as of March 31,  1999.  Our  systems  are  located  in three  primary  operating
clusters - New  England,  Ohio and  Kentucky - with a fourth,  smaller  group of
systems in the Southeast.




                                       21
<PAGE>




The following table summarizes our acquisitions through March 31, 1999:
<TABLE>

                                                            --------------------------------------------------
                                                                                     Purchase       Basic
                                                                                     Price(1)    Subscribers
Predecessor Owner                                                Date Acquired    (in millions) Acquired(2)
-----------------                                             ------------------  ------------- -----------  
<S>                                                                     <C>         <C>              <C>   
United Video Cablevision, Inc. ............................    November 9, 1995     $     120.8      87,400
Longfellow Cable Company, Inc. ............................   November 21, 1995             6.1       5,100
C4 Media Cable Southeast, Limited Partnership..............    February 1, 1996            47.6      40,400
Americable International Maine, Inc........................      March 29, 1996             4.8       3,350
Cox Communications.........................................       April 9, 1996           136.0      77,200
Phoenix Grassroots Cable Systems, LLC......................     August 29, 1996             9.3       7,400
Triax Southeast Associates, L.P............................     October 7, 1996            84.7      53,200
American Cable Entertainment of Kentucky-Indiana, Inc......     October 9, 1996           146.0      83,250
SRW, Inc.'s Penn/Ohio Cablevision, L.P.....................    October 31, 1996             3.8       3,225
SRW, Inc.'s Deep Creek Cable TV, L.P. .....................   December 23, 1996             3.0       2,175
Bluegrass Cable Partners, L.P..............................      March 20, 1997             9.9       7,225
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,
   Inc.....................................................      March 31, 1997             1.7       1,450
Milestone Communications of New York, L.P. ................      March 31, 1997             2.8       2,125
Triax Associates I, L.P....................................        May 30, 1997            34.5      20,700
Phoenix Front Row Cablevision .............................        May 30, 1997             6.8       5,250
PCI Incorporated...........................................     August 29, 1997            13.5       7,750
SRW, Inc.'s Blue Ridge Cable Systems, L.P. (3).............   September 3, 1997             4.1       4,550
Harold's Home Furnishings, Inc.............................    October 31, 1997             1.5       1,480
A-R Cable Services - ME, Inc...............................    October 31, 1997            78.2      54,300
TCI Cablevision of Vermont, Inc. and Westmarc Development                                         
    Joint Venture..........................................    December 2, 1997            34.5      22,100
Cox Communications, Inc....................................   December 19, 1997           203.0      85,400
TVC-Sumpter Linked Partnership and North Oakland Cablevision                                                       
    Partners  Limited Partnership ........................        March 6, 1998            14.2       8,100
TCI Cablevision of Ohio, Inc...............................       April 1, 1998            10.0       6,000
New England Cablevision of Massachusetts, Inc. ............       April 3, 1998            44.7      26,500
Ohio Cablevision Network, Inc..............................       July 31, 1998            38.0      19,700
Appalachian Cablevision of Ohio............................   September 1, 1998             0.3         280
Unity Cable Television, Inc................................  September 30, 1998             0.8         590
State Cable TV Corporation ................................    October 23, 1998           188.2      75,000
Paint Valley Cable Company, Inc............................    October 30, 1998             1.7       1,300
Casco Cable Television, Inc................................   November 30, 1998             3.2       2,185
</TABLE>
____________                       
(1)  Represents the contract  purchase price excluding  working capital purchase
     adjustments and transaction costs.
(2)  Includes  10,600  subscribers  to  systems  that we sold in  1996.  
(3)  All systems were sold on January 7, 1999.

During the twelve  months ended March 31, 1999, we completed  eight  acquisition
transactions,  acquiring a total of  approximately  140,000  basic  subscribers.
These  acquisitions  significantly  increased  the size and scale of each of our
three primary  operating  clusters.  Our October 1998 acquisition of eight cable
systems  from  State  Cable TV  Corporation  added  approximately  75,000  basic
subscribers  to our New  England  cluster  in  attractive  communities  directly
contiguous to systems  which we already owned in southern  Maine and central New
Hampshire.  With the State Cable  systems,  we have grown to serve over  248,000
subscribers in our New England  cluster and over 168,000  subscribers in four of
the five largest cities in the state of Maine.

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





                                       22
<PAGE>




Results of Operations

In this  section,  we discuss our  earnings for the three months ended March 31,
1999 and 1998 and the factors affecting them. The three month period ended March
31, 1999,  is the only period in which we operated  all of our cable  television
systems,  although  certain  systems were  disposed of during the period and are
reflected only for that portion of the period that we owned such systems.


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

                  Three Months Ended March 31, 1999 Compared to
                  Three Months Ended March 31, 1998 (Unaudited)
<TABLE>

                                                          ----------------------------------------------------
                                                             Three Months Ended        Three Months Ended
                                                             March 31, 1999 (a)        March 31, 1998 (a)
                                                          -------------------------  -------------------------
                                                                           % of                      % of
                                                              Amount     Revenue      Amount       Revenue  
                                                              ------     -------      ------       -------
            In thousands
<S>                                                        <C>              <C>      <C>              <C>   
            Revenue...................................     $    72,417      100.0%   $    53,819      100.0%
            Expenses                                                                
                Operating expenses....................          37,893       52.3         28,398       52.8
                Corporate expenses....................           1,740        2.4          1,566        2.9
                Depreciation and amortization.........          30,319       41.9         23,769       44.2
                                                           -----------    -------    -----------    -------
                       Total expenses.................          69,952       96.6         53,733       99.9
                                                           -----------    -------    -----------    -------
            Operating income..........................           2,465        3.4             86        0.1
            Interest expense, net.....................         (25,375)     (35.0)       (19,922)     (37.0)
            Other income (expense)....................           1,638        2.3              -          -
             Income tax benefit.......................             695        1.0              -          -
                                                           -----------    -------    -----------    -------
            Net loss..................................     $   (20,577)     (28.3)%  $   (19,836)     (36.9)%
                                                           ===========    =======    ===========    =======
            EBITDA ...................................     $    32,784       45.3%   $    23,855       44.3%
                                                           ===========    =======    ===========    =======

            Basic subscribers.........................         696,000                   570,500
            Premium units.............................         291,500                   266,700
------------
</TABLE>

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

Significant  increases in the amounts of revenue,  operating  expense and EBITDA
are primarily  attributable to acquisition activity during 1998, which increased
our size from  570,500  basic  subscribers  at March 31, 1998 to over 696,000 at
March 31, 1999.  Revenue  increased  34.6%, or approximately  $18.6 million,  to
approximately  $72.4  million  for the three  months  ended  March 31, 1999 from
approximately  $53.8 million for the three months ended March 31, 1998.  Revenue
per subscriber,  per month,  increased to $34.50 in the three months ended March
31, 1999 from $31.85 in the same period a year earlier,  reflecting  acquisition
activity, increased service rates and new service offerings.  Operating expenses
and corporate expenses increased  approximately  33.4% and 11.1%,  respectively,
for the three  months ended March 31, 1999 from the three months ended March 31,
1998.  The  decrease  in the  percentage  of  operating  expenses to revenue was
primarily  attributable  to the absense of one-time  storm related costs as were
incurred  during the three months ended March 31, 1998 and to cost  efficiencies
achieved  through  the  integration  of acquired  cable  systems.  Increases  in
programming  expenses  and  non-recurring  expenses  related to Year 2000 issues
offset  these  expense  reductions.  The EBITDA  margin  improved  from 44.3% of
revenue for the three months ended March 31, 1998 to 45.3% in 1999.

Depreciation and amortization expense increased 27.6% as a result of acquisition
activity that occurred in 1998. Net interest expense  increased to $25.4 million
from $19.9 million primarily as a result of the higher weighted average drawings
on our senior bank indebtedness.




                                       23
<PAGE>




Liquidity and Capital Resources

The cable television  business  generally requires  substantial  capital for the
construction,   maintenance  and  expansion  of  cable  plant  and  distribution
equipment.  In  addition,  we have  pursued  selective  acquisitions.  Since its
founding in 1995, our cash received from equity investments, bank borrowings and
other debt issued by FrontierVision  Operating Partners, L.P. (which we refer to
as "FVOP") and FrontierVision  Holdings,  L.P. (which we refer to as "Holdings")
has been  sufficient  to  finance  our  acquisitions  and,  together  with  cash
generated from  operating  activities,  also has been  sufficient to service our
debt, provide sufficient working capital and fund required capital expenditures.
We intend to continue to finance such debt service,  working capital and capital
expenditure   requirements  through  a  combination  of  cash  from  operations,
indebtedness  and equity  capital  sources.  We believe that we will continue to
generate  cash  and  be  able  to  obtain  financing  sufficient  to  meet  such
requirements.  Our ability to meet our debt service and other  obligations  will
depend  upon our  future  performance  which,  in turn,  is  subject  to general
economic  conditions and to financial,  political,  competitive,  regulatory and
other factors, many of which are beyond our control.

Amended Bank Credit Facility

Drawings on our amended  bank credit  facility,  along with cash flow  generated
from operations and high yield debt  financing,  have been sufficient to finance
capital  improvement  projects  as well  as  acquisitions.  We  have  adequately
serviced our debt in accordance  with the  provisions of the amended bank credit
facility from EBITDA of approximately  $32.8 million generated by FrontierVision
Operating Partners, L.P. for the three months ended March 31, 1999.

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

At March 31, 1999, we had $172.0 million  outstanding under the revolving credit
facility,  $246.3 million  outstanding  under the 7.75 year term loan and $250.0
million outstanding under the 8.25 year term loan. The weighted average interest
rates at March 31, 1999 on the outstanding borrowings under the revolving credit
facility  were  approximately  7.01%,  and under the 7.75 year term loan and the
8.25 year term loan were approximately  7.01% and 7.39%,  respectively.  We have
entered into interest rate protection  agreements to hedge the underlying  LIBOR
rate exposure for $437.5 million of borrowings through November 1999 and October
2001.  For the three months ended March 31, 1999,  we  recognized an increase to
interest  expense of  approximately  $0.4 million as a result of these  interest
rate swap agreements.

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

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

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




                                       24
<PAGE>




Senior Subordinated Notes

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

Senior Discount Notes, Series A

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

Senior Discount Notes, Series B

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

Cash Flows From Operating Activities

Cash flows from  operating  activities for the three months ended March 31, 1999
were $13.7 million  compared to $16.8 million for the year ended March 31, 1998.
The  increase  was  primarily  a result of cable  television  system  operations
acquired during 1998.

Cash Flows From Investing Activities

Investing  cash flows  were  primarily  used to fund  capital  expenditures  and
acquire cable  television  systems.  Capital  expenditures  for the three months
ended March 31, 1999 were approximately  $18.4 million compared to approximately
$9.5 million for the three months  ended March 31,  1998.  Capital  expenditures
primarily  consisted of expenditures for the construction and expansion of cable
plant and distribution equipment,  and additional costs were incurred related to
the expansion of customer service  facilities.  We invested  approximately $14.9
million in  acquisitions  during the year ended  December 31, 1998 compared with
net proceeds from the  disposition of assets of  approximately  $6.5 million for
the three months ended March 31, 1999.

Cash Flows From Financing Activities

We  financed  acquisitions  during the three  months  ended  March 31, 1998 with
borrowings under our senior bank indebtedness.

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

                                       25
<PAGE>


Year 2000

Many  existing  hardware  and  software  elements of computer  systems and other
technologies  represent the year as a two-digit number.  Such representation may
cause  software  and  hardware  malfunctions  to  occur  as  a  system  date  or
application  date  crosses the Year 2000  boundary.  This might  happen when the
actual century turns, the date of some input data exceeds January 1, 2000 and/or
the  system or  application  must  internally  refer to a date that  occurs  on,
before, or after January 1, 2000.

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

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

<TABLE>

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


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

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

The Year 2000 Compliance Plan,  consists of an awareness  program,  a prevention
program and a find and fix program. The awareness program is designed to educate
employees and customers on the implications of Year 2000 Issues.  Employees have
been trained on our Year 2000  Compliance  Plan and their role in the success of
the Plan has been  communicated.  The prevention  program is designed to prevent
new problems from arising while we 

                                       26
<PAGE>

resolve existing problems. For example, since October 30, 1998, we have required
a Year 2000  compliance  warranty on all purchase  orders to ensure that vendors
ship to  FrontierVision  only  equipment  that they have  warranted is Year 2000
compliant. The find and fix program includes three phases: inventory, assessment
and  remediation,   and  is  initially  focused  on  mission  critical  business
processes.

The inventory phase consists of a physical inventory of all susceptible business
components within each mission critical business process.  A physical  inventory
of the components used in certain of our mission critical business processes was
initiated  during 1998. We  substantially  completed the inventory  phase of the
mission critical items on January 31, 1999. We plan to initiate random inventory
verification  audits  during  the last part of the second  quarter of 1999.  The
inventory  consisted of specifically  identifying  each  component/system  (both
internal and external systems) of a mission critical business process.  Internal
systems include computer systems and related  software  (information  technology
systems) as well as systems and devices  that manage the  distribution  of cable
television service to customers (non information  technology systems).  External
systems  include  our  third  party  billing  service  provider  and  subscriber
management  system,   banking  partners  (including  cash  management,   lockbox
providers and lenders) and programming providers.

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

We are also in the process of communicating  with our significant  suppliers and
service  providers of mission  critical  business  processes to determine  their
position with regard to Year 2000 Issues and evaluating the potential  impact on
FrontierVision  if those third  parties  fail to  remediate  their own Year 2000
Issues.  We have received  responses from or we have checked  internet sites for
approximately  50% of such  significant  suppliers  and service  providers;  the
majority of which are currently in their own assessment and remediation  phases.
Material  relationships with third parties include utility companies  (providing
power to the cable plant),  telephone companies  (providing  communication lines
for use in  customer  contact,  employee  communications  and in  data  transfer
related  to  subscriber  and  billing   management   information   systems)  and
programming  and  equipment  vendors  (providing  the  product   distributed  by
FrontierVision as well as maintenance and construction materials).

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

Approximately  95% of the total  inventory  components  in our  headends,  plant
infrastructure and customer service  infrastructure  have proven to have no date
sensitive components.  Of the remaining 5% subject to future  investigation,  we
have  completed  assessments  on  approximately  83% of the  components and have
determined that less than 5% of these to be  non-compliant  with respect to Year
2000 issues.  The majority of these  non-compliant  items relate to  information
technology  equipment.  Upgrades  are  available  to bring a  majority  of these
information technology items into Year 2000 compliance.


                                       27
<PAGE>

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

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

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

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

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

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


As of April 30, 1999,  our overall  progress in the find and fix program for our
mission critical systems as follows:

--------------------------------------------------------------------------------
                                Percentage Complete      Completion Date or
Phase                                of Phase          Expected Completion Date
--------------------------------------------------------------------------------
Inventory                               99%            January 31, 1999
Assessment                              83%            June 15, 1999
Remediation                             30%            November 30, 1999

The  expected  completion  dates  set  forth  above  are  based  on our  current
expectations.  The assessment phase is expected to be completed by June 15, 1999
which is three and a half months behind our original estimate for completion. We
are also dependent on our suppliers for timely  fulfillment  of purchase  orders
that  will  be  made  to  replace  non-compliant  equipment  and  assistance  in
installations. In addition, the current remediation timetable does not allow for
a significant amount of time for testing. Further delays in the assessment phase
and/or delays in the  purchasing and receipt of  replacement  equipment  further
reduces  the time  available  for  testing  and  places  additional  risk on the
successful  completion of the remediation  phase. As a result, no assurances can
be given as to whether  each of the phases will be  completed on schedule due to
uncertainties which are inherent in the remediation of Year 2000 Issues.

As we have not yet  completed  the  assessment  of each of our mission  critical
systems (either internal or external),  the total costs to address the Year 2000
issue are  uncertain.  To date,  we have  expended  approximately  $3,800,000 to
replace components with Year 2000 issues. The majority of this amount relates to
replacing certain  advertising sales equipment.  Based on the assessment results
to date, we plan to spend an  additional  $600,000 in replacing  equipment  with
known Year 2000  Issues.  Furthermore,  as of April 30, 1999,  we have  expended
approximately  $320,000 in  third-party  consulting  fees and expect to spend an
additional  $150,000 in external fees in conjunction  with the Year 2000 project
team through December 31, 1999.

We have budgeted in excess of $1,000,000 in incremental capital expenditures for
fiscal year 1999 to complete the Year 2000 compliance  plan. It is not known, at
this point in time, if these budgeted amounts will be sufficient to identify and
correct our Year 2000 issues.

While management  believes that the Year 2000 compliance plan will significantly
reduce  the risks  associated  with the  transition  to the year 2000  through a
process of  inventory,  assessment  and  remediation,  we have yet to develop or
implement any significant  contingency  plans. There can be no assurance that we
will  identify  all Year 2000 Issues or that we will be able to remedy each Year
2000 issue. A failure to sufficiently correct a material Year 2000 problem could
cause us to suffer an  interruption or a failure of certain  important  business
operations.  Additionally,  the  failure  of a material  external  (third-party)
system  may cause us to  experience  an  interruption  or a failure  of  certain
important business operations.  The interruption or failure by FrontierVision in
an important  business  operation  may cause a material,  adverse  impact on our
financial  position.  It is not management's  intention that 


                                       28
<PAGE>

certain information  technology and technical  enhancement projects planned will
be deferred as a result of the cost to address Year 2000  issues.  Additionally,
although  management  believes that a combination  of cash from  operations  and
indebtedness will fund the costs associated with correcting Year 2000 issues, no
assurances can be given that costs ultimately  required to be paid to ensure the
our Year  2000  readiness  will  not have an  adverse  effect  on our  financial
position and results of operations.



                                       29
<PAGE>




PART II.        OTHER INFORMATION


Items 1 through 5.

    None.

Item 6

    (a)  Exhibits

        3.1     Amended and Restated Agreement of Limited Partnership for
                FrontierVision Operating Partners, L.P.(3)
        3.2     Certificate of Limited Partnership for FrontierVision Operating 
                Partners, L.P. (1)
        3.16    Agreement of Limited Partnership of Holdings. (3)
        3.17    Certificate of Limited Partnership of Holdings. (3)
        3.18    Certificate of Incorporation of FrontierVision Holdings Capital
                Corporation. (3)
        3.19    Bylaws of FrontierVision Holdings Capital Corporation. (3)
        4.1     Indenture dated as of October 7, 1996, among FrontierVision 
                Operating Partners, L.P.,
                FrontierVision Capital Corporation and Colorado National Bank, 
                as Trustee. (2)
        4.2     Indenture dated as of September 19, 1997, among FrontierVision
                Holdings, L.P., FrontierVision
                Holdings Capital Corporation and U.S. Bank National Association
                d/b/a Colorado National Bank, as Trustee. (3)
        4.3     Indenture  dated as of  December 9, 1998,  among  FrontierVision
                Holdings,  L.P.,  FrontierVision Holdings Capital II Corporation
                and U.S. Bank National Association, as Trustee. (4)
        27.1    Financial Data Schedule as of and for the three-month  period 
                ended March 31, 1999.
       ---------------

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


    (b)  Reports on Form 8-K

       A Form 8-K was filed on April 30, 1999 relating to Holding's commencement
       of an exchange offer.



                                       30
<PAGE>




                                   SIGNATURES


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

                        FRONTIERVISION HOLDINGS, L.P.

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


Date:    May 7, 1999         By:   /s/  ALBERT D. FOSBENNER  
                                   -------------------------------------
                                   Albert D. Fosbenner
                                   Senior Vice President and Treasurer


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

                             FRONTIERVISION HOLDINGS CAPITAL CORPORATION


Date:  May 7, 1999           By:   /s/  ALBERT D. FOSBENNER   
                                   ---------------------------
                                   Albert D. Fosbenner
                                   Senior Vice President and Treasurer


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


                             FRONTIERVISION HOLDINGS CAPITAL II CORPORATION


Date:  May 7, 1999           By:   /s/  ALBERT D. FOSBENNER   
                                   -------------------------------------
                                   Albert D. Fosbenner
                                   Senior Vice President and Treasurer


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