SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

       For the quarterly period ended September 30, 1998

                                       OR

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

       For the transition period from _________to_________


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

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

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

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

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

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

                  Yes [x]                              No [ ]

         Number  of shares of  common  stock of FrontierVision Holdings  Capital
Corporation  outstanding  as of November 12, 1998: 100.

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

<PAGE>


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


                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998


                                      INDEX


PART I.     Financial Information                                         PAGE

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

            Balance Sheet of FrontierVision Holdings Capital Corporation...16
            Note to the Balance Sheet .....................................17

  Item 2.   Management's Discussion and Analysis
               of Financial Condition and Results of Operations............18

PART II.    Other Information..............................................24



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

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



<TABLE>
                                                                            -------------------------------------
                                                                             September 30,         December 31,
                                                                                 1998                  1997
                                                                            ----------------       --------------
                                                                              (Unaudited)
                                    ASSETS
<S>                                                                          <C>                    <C>        
   Cash and cash equivalents                                                 $      9,745           $     4,728
   Accounts receivable, net of allowance for doubtful accounts
      of $436 and $640                                                             10,889                 8,071
   Prepaid expenses and other                                                       4,176                 2,785
   Investment in cable television systems, net:
      Property and equipment                                                      292,984               247,724
      Franchise cost and other intangible assets                                  680,356               637,725
                                                                             ------------           -----------
         Total investment in cable television systems, net                        973,340               885,449
                                                                             ------------           -----------
   Deferred financing costs, net                                                   22,625                24,242
   Earnest money deposits                                                           9,500                 2,000
                                                                             ------------           -----------
         Total assets                                                        $  1,030,275           $   927,275
                                                                             ============           ===========

                      LIABILITIES AND PARTNERS' CAPITAL
   Accounts payable                                                          $      8,708          $      2,770  
   Accrued liabilities                                                             16,361                15,126    
   Subscriber prepayments and deposits                                              3,058                 1,828   
   Accrued interest payable                                                        11,338                 5,064
   Deferred Income Taxes                                                           14,109                     -
   Debt                                                                           919,174               787,047
                                                                             ------------           -----------
        Total liabilities                                                         972,748               811,835
                                                                             ------------           -----------

   Partners' capital:
      FrontierVision Partners, L.P.                                                57,469               115,325       
      FrontierVision Holdings, LLC                                                     58                   115
                                                                             ------------           -----------
         Total partners' capital                                                   57,527               115,440
   Commitments
                                                                             ------------           -----------
         Total liabilities and partners' capital                             $  1,030,275           $   927,275
                                                                             ============           ===========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


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

<TABLE>

                                    -----------------------------------------------------------------------
                                     For the Three    For the Three      For the Nine      For the Nine
                                      Months Ended     Months Ended      Months Ended      Months Ended
                                     September 30,    September 30,     September 30,      September 30,
                                          1998             1997              1998              1997
                                    ---------------------------------- ----------------- ------------------

<S>                                     <C>              <C>              <C>               <C>         
Revenue                                 $   61,964       $   36,750       $   175,559       $    102,386
Expenses:
    Operating expenses                      30,380           18,332            88,469             52,794
    Corporate administrative expenses        1,561            1,071             5,072              3,120
    Depreciation and amortization           25,429           15,899            74,300             45,090
    Storm related costs                          -                -               705                  -
                                        ----------       ----------       -----------      -------------
        Total expenses                      57,370           35,302           168,546            101,004
                                        ----------       ----------       -----------      -------------
Operating income/(loss)                      4,594            1,448             7,013              1,382
                                                                                          
Interest expense, net                      (22,149)         (11,544)          (63,528)           (32,846)
Other expense                                  (32)              (7)           (2,072)               (54)
                                        ----------       ----------       -----------      -------------
Net loss before income tax benefit         (17,587)         (10,103)          (58,587)           (31,518)
Income tax benefit                             674                -               674                  -
                                        ----------       ----------       -----------      -------------
Net loss                                $  (16,913)      $  (10,103)      $   (57,913)     $     (31,518)
                                        ==========       ==========       ===========      =============


Net loss allocated to:
        FrontierVision Partners, L.P.
            (General Partner)           $  (16,897)      $  (10,093)      $   (57,856)     $     (31,487)
        FrontierVision Holdings, LLC
            (Limited Partner)                  (16)             (10)              (57)               (31)
                                        ----------       ----------       -----------      -------------
                                        $  (16,913)      $  (10,103)      $   (57,913)     $     (31,518)
                                        ==========       ==========       ===========      =============

</TABLE>




          See accompanying notes to consolidated financial statements.




                                       4
<PAGE>

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

                                                     --------------------------------------------------------------
                                                        FrontierVision         FrontierVision
                                                        Partners, L.P.         Holdings, LLC
                                                      (General Partner)      (Limited Partner)        Total
                                                       ---------------         ------------       -------------
<S>                                                    <C>                     <C>                <C>          
Balance, December 31, 1997                             $       115,325         $       115        $     115,440
    Net loss (Unaudited)                                       (57,856)                (57)             (57,913)
                                                       ---------------         -----------        -------------
Balance, September 30, 1998 (Unaudited)                $        57,469         $        58        $      57,527
                                                       ===============         ===========        =============

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  In Thousands
<TABLE>
                                                                       ------------------------------------
                                                                        For the Nine         For the Nine
                                                                        Months Ended         Months Ended
                                                                        September 30,         September 30,
                                                                             1998                 1997
                                                                       -----------------    ----------------

    Cash Flows From Operating Activities:
<S>                                                                         <C>               <C>            

  Net loss                                                                $ (57,913)          $ (31,518)
  Adjustments to reconcile net loss to net
       cash flows from operating activities:
       Depreciation and amortization                                         74,300              45,090
       Deferred income tax benefit                                             (674)               --
       Net loss on disposal of assets                                         2,038                --
       Amortization of deferred debt issuance costs                           1,944               1,546 
       Accretion of interest on indebtedness                                 14,127               1,266
       Changes in operating assets and liabilities, net of
           effect of acquisitions:
           Accounts receivable                                               (1,506)              1,209
           Prepaid  expenses and other                                       (1,103)               (480)
           Accounts payable and accrued liabilities                           5,794              (2,710)
           Subscriber prepayments and deposits                                1,190                (548)
           Accrued interest payable                                           6,274               4,714
                                                                          ---------           ---------
               Total adjustments                                            102,384              50,087
                                                                          ---------           ---------
               Net cash flows from operating activities                      44,471              18,569
                                                                          ---------           ---------
Cash Flows From Investing Activities:
  Capital expenditures                                                      (39,396)            (18,547)
  Pending acquisition costs                                                    (344)               (289)
  Cash paid for franchise costs                                                 (12)               (482)
  Earnest money deposits                                                     (9,550)             (8,259)
  Cash paid in acquisitions of cable television systems                    (107,825)            (72,402)
                                                                          ---------           ---------
                Net cash flows from investing activities                   (157,127)            (99,979)
                                                                          ---------           ---------
Cash Flows From Financing Activities:
  Debt borrowings                                                           118,000             206,500
  Debt payments                                                                --               (76,500)
  Principal payments on capital lease obligations                              --                   (70)
  Increase in deferred financing fees                                          (144)               (154)
  Offering costs related to Senior Subordinated Notes                           (27)               (102)
  Offering costs related to Senior Discount Notes                              (156)             (5,556)
  Partner capital contributions                                                --                37,654
                                                                          ---------           ---------
                        Net cash flows from financing activities            117,673             161,772
                                                                          ---------           ---------
Net Increase (Decrease) in Cash and Cash Equivalents                          5,017
                                                                                                 80,362
Cash and Cash Equivalents, beginning of period                                4,728               3,639
                                                                          ---------           ---------
Cash and Cash Equivalents, end of period                                  $   9,745           $  84,001
                                                                          =========           =========

Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest                                                  $  42,076           $  25,564
                                                                          =========           =========

</TABLE>

                See accompanying notes to consolidated financial statements.

                                       6
<PAGE>





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

(1)      STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION

Organization and Capitalization

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

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

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.

Reference to Annual Report

The attached interim  financial  statements are presented in accordance with the
requirements  of Form 10-Q and  consequently  do not include all the disclosures
required by generally accepted accounting principles. The accompanying financial
statements  should be read in conjunction  with Holdings'  Annual Report on Form
10-K for the year ended  December 31, 1997 (File No.  333-36519)  (the "Holdings
10-K")  for  additional  disclosures,  including  a  summary  of  the  Company's
accounting policies.

The  following  notes,  insofar as they are  applicable to the nine months ended
September 30, 1998, are not audited.  In management's  opinion,  all adjustments
considered  necessary for a fair  presentation of such financial  statements are
included and all such  adjustments  are of a normal and  recurring  nature.  The
results for the nine-month  period ended  September 30, 1998 are not necessarily
indicative of the results for the entire 1998 fiscal year.

Income Taxes

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


                                       7
<PAGE>

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

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

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

New Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities,"  ("SFAS 133"),  which is effective  for all fiscal years  beginning
after June 15, 1999. SFAS 133 establishes accounting and reporting standards for
derivative  instruments and hedging  activities by requiring that all derivative
instruments  be reported  as assets or  liabilities  and  measured at their fair
values. Under SFAS 133, changes in the fair values of derivative instruments are
recognized immediately in earnings unless those instruments qualify as hedges of
the (1) fair values of existing assets,  liabilities,  or firm commitments,  (2)
variability of cash flows of forecasted  transactions,  or (3) foreign  currency
exposures of net investments in foreign  operations.  Although management of the
Company  has not  completed  its  assessment  of the  impact  of SFAS 133 on its
consolidated results of operations and financial position,  management estimates
that the impact of SFAS 133 will not be material.

Reclassifications

Certain amounts have been reclassified for comparative purposes.

Storm Related Costs

During  mid-January of 1998, certain of the communities served by the Company in
Maine  experienced  devastating ice storms.  For the nine months ended September
30, 1998 the Company has recognized a loss due to service  outages and increased
labor  costs of  approximately  $705 due to the ice  storms.  Additionally,  the
Company  has  incurred  approximately  $540 of capital  expenditures  to replace
damaged  subscriber  drops.  The Company  expects the loss to be isolated to the
first quarter of 1998, although the long-term financial effect of the ice storms
cannot be determined.


(2)      ACQUISITIONS

The Company has completed several acquisitions during the periods presented. All
of the  acquisitions  have  been  accounted  for using  the  purchase  method of
accounting,  and,  accordingly,  the  purchase  price has been  allocated to the
assets acquired and liabilities assumed based upon fair values at the respective
dates of  acquisition.  Such  allocations  are subject to  adjustments  as final
appraisal information is received by the Company. Amounts allocated to property,
plant and equipment and to intangible  assets will be depreciated and amortized,
respectively,  prospectively  from  the  date  of  acquisition  based  upon  the
Company's useful lives and amortization  periods.  The following table lists the
acquisitions and the purchase price,  including working capital  adjustments and
transaction costs, for each.



                                       8
<PAGE>



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

(2)      ACQUISITIONS (continued)
<TABLE>
----------------------------------------------------------------------------------------------------------------------
                 Predecessor Owner                   Primary Location of Systems     Date Acquired        Acquisition
                                                                                                              Cost(a)
----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                    <C>                      <C>    
Bluegrass Cable Partners, L.P.                                 Kentucky              March 20, 1997            $10,400
Clear Cable T.V., Inc. and B&G Cable T.V.  Systems,            Kentucky              March 31, 1997             $1,800
   Inc.
Milestone Communications of New York, L.P.                       Ohio                March 31, 1997             $3,000
Triax Associates I, L.P. ("Triax I")                             Ohio                  May 30, 1997            $34,900
Phoenix Front Row Cablevision                                    Ohio                  May 30, 1997             $6,900
PCI Incorporated                                               Michigan             August 29, 1997            $13,600
SRW, Inc.'s Blue Ridge Cable Systems, L.P.           Tennessee and North Carolina September 3, 1997             $4,100
A-R Cable Services - ME, Inc. ("Cablevision")                   Maine              October 31, 1997            $79,100
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           $204,200
TVC-Sumpter  Limited  Partnership and North Oakland
   Cablevision Partners Limited Partnership                     Michigan              March 6, 1998            $14,400
 TCI Cablevision of Ohio, Inc.                                    Ohio                April 1, 1998             $9,900
New  England  Cablevision  of  Massachusetts,  Inc.         Massachusetts             April 3, 1998            $45,000
   ("NECMA")
Ohio Cablevision Network, Inc. ("TCI-Bryan")                     Ohio                 July 31, 1998            $38,000*
Unity Cable Television, Inc.                                    Maine            September 30, 1998               $800*
                                                                                         
</TABLE>
---------------
(a) Acquisition cost represents the purchase price  allocation  between tangible
and intangible  assets including certain purchase  accounting  adjustments as of
September 30, 1998.
*     Subject to adjustment.

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

                                                                      -----------------------------------------------
                                                                           Acquisitions            Acquisitions
                                                                           for the Nine            for the Nine
                                                                           Months Ended            Months Ended
                                                                      September 30, 1998 (a)  September 30, 1997 (a)
                                                                      -----------------------------------------------
<S>                                                                      <C>                        <C>          
Property, plant and equipment                                            $       40,679             $      25,000
Franchise costs and other intangible assets                                      83,798                    49,184
                                                                         --------------             -------------
  Subtotal                                                                      124,477                    74,184
                                                                         --------------             -------------
Net working capital (deficit)                                                       181                      (982)
Deferred income taxes                                                           (14,783)                        -
Less - Earnest money deposits applied                                            (2,050)                     (800)
                                                                         --------------             -------------  
  Total cash paid for acquisitions                                       $      107,825             $      72,402
                                                                         ==============             =============
------------
</TABLE>

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

The Company has reported the  operating  results of its acquired  cable  systems
from the dates of their respective  acquisition.  Unaudited pro forma summarized
operating results of the Company, assuming the Triax I, Cablevision,  TCI-VT/NH,
Cox-Central Ohio, NECMA and TCI-Bryan acquisitions (the "Acquisitions") had been
consummated on January 1, 1997, are as follows:



                                       9
<PAGE>



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

(2)       ACQUISITIONS (continued)

<TABLE>
                                                             ---------------------------------------------
                                                                 Nine Months Ended September 30, 1998
                                                              --------------------------------------------
                                                             Historical                        Pro Forma
                                                               Results        Acquisitions      Results
                                                              ----------       ----------     ------------
<S>                                                       <C>                  <C>            <C>     
Revenue                                                       $ 175,559        $   6,746        $ 182,305
Operating, selling, general and administrative expenses         (94,246)          (3,934)         (98,180)
Depreciation and amortization                                   (74,300)          (2,991)         (77,291)
                                                              ---------        ---------        ---------
Operating income (loss)                                           7,013             (179)           6,834
Interest and other expenses                                     (64,926)          (2,165)         (67,091)
                                                              ---------        ---------        ---------
Net loss                                                      $ (57,913)       $  (2,344)       $ (60,257)
                                                              =========        =========        =========

                                                            --------------------------------------------
                                                              Nine Months Ended September 30, 1997
                                                            ----------------------------------------------
                                                              Historical                       Pro Forma
                                                               Results        Acquisitions      Results
                                                              ----------       ----------       ---------
Revenue                                                       $ 102,386        $  63,860        $ 166,246
Operating, selling, general and administrative expenses         (55,914)         (33,938)         (89,852)
Depreciation and amortization                                   (45,090)         (25,236)         (70,326)
                                                              ---------        ---------        ---------
Operating income                                                  1,382            4,686            6,068
Interest and other expenses                                     (32,900)         (36,927)         (69,827)
                                                              ---------        ---------        ---------
Net loss                                                      $ (31,518)       $ (32,241)       $ (63,759)
                                                              =========        =========        =========
</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 basis.

On June 24, 1998,  the Company  entered  into an  agreement  with State Cable TV
Corporation and Better Cable TV Company  (collectively,  "State") to acquire all
of State's cable television system assets in Maine and New Hampshire, for a base
purchase  price of $188,800.  As of September 30, 1998, the Company had advanced
$9,500 as an earnest money deposit related to this transaction. This transaction
was consummated on October 23, 1998.


 (3)     DEBT

The Company's debt was comprised of the following:

<TABLE>
                                                                                     ---------------------------------
                                                                                      September 30,    December 31,
                                                                                          1998             1997
                                                                                          ----             ----
        Bank Credit Facility (a) --
<S>                                                                                    <C>                <C>       
         Revolving Credit Facility, interest based on various floating rate
             options (7.66% average at September 30, 1998), payable monthly            $     50,000       $        -
         Term loans, interest based on various floating rate options (7.85% and
             8.33% weighted average at September 30, 1998 and December 31, 1997,
             respectively), payable monthly                                                 500,000          432,000
        11% Senior Subordinated Notes due 2006 (b)                                          200,000          200,000
        11 7/8% Senior Discount Notes due 2007 (c)                                          169,174          155,047
                                                                                       ------------       ----------
        Total debt                                                                     $    919,174       $  787,047
                                                                                       ============       ==========

</TABLE>

                                       10
<PAGE>


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

(3)      DEBT (continued)

(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 (the "Facility
         A Term  Loan" and the  "Facility  B Term  Loan")  and a $300.0  million
         revolving  credit  facility  (the  "Revolving  Credit  Facility").  The
         Facility A Term Loan and the Revolving  Credit  Facility both mature on
         September  30, 2005.  The entire  outstanding  principal  amount of the
         Revolving Credit Facility is due on September 30, 2005, with escalating
         principal payments due quarterly  beginning December 31, 1998 under the
         Facility A Term Loan.  The Facility B Term Loan matures  March 31, 2006
         with 95% of the principal  being repaid in the last two quarters of the
         term of the facility.

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

         The  Amended  Credit  Facility  also  requires  the Company to maintain
         compliance with various financial covenants including,  but not limited
         to, covenants  relating to total  indebtedness,  debt ratios,  interest
         coverage ratio and fixed charges ratio. In addition, the Amended Credit
         Facility has restrictions on certain  partnership  distributions by the
         Company.  As of September 30, 1998, the Company was in compliance  with
         the financial covenants of the Amended Credit Facility.

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

 (b)     Senior Subordinated Notes

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

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

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




                                       11
<PAGE>



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

(3)      DEBT (continued)

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

         The  fair  value of the  Notes is  estimated  based  on  Portal  Market
         quotations of the issue.  At September 30, 1998,  the fair value of the
         Company's Notes was $220,000.

(c)      Senior Discount Notes

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

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

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

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

         The fair  value of the  Discount  Notes is  estimated  based on  Portal
         Market  quotations of the issue. At September 30, 1998, the approximate
         fair value of the Company's Discount Notes was $192,500.

J.P.  Morgan  Investment  Corporation  and First Union  Capital  Partners,  Inc.
("Equity  Holders") are affiliates of the Company,  owning in the  aggregate,  a
37.6% limited  partnership  interest in FVP.  Affiliates  of the Equity  Holders
received  underwriting fees of approximately $3.6 million in connection with the
issuance  of  the  Notes  and  received   compensation   in  the   aggregate  of
approximately  $3.1  million in  connection  with the  issuance of the  Discount
Notes.

(d)      Interest Rate Protection Agreements

         In order to  convert  effectively  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 November 15,
         1999 and October 7, 2001.  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, 1998, the Company terminated



                                       12
<PAGE>



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

(3)      DEBT (continued)

         one of its  interest  rate swap  agreements  for a  notional  amount of
         $82,500  and  entered  into a new  interest  rate  swap  agreement  for
         $100,000.   There  was  no  termination   fee   associated   with  this
         transaction.

         On April 8, 1998, the Company  entered into a collar interest rate swap
         agreement  ("Collar  Agreement")  for a  notional  amount of  $100,000,
         maturing  on  January  8,  2001.  The  Collar  Agreement  provides  for
         different exchanges between the Company and the counterparty  depending
         on the level of the floating three month LIBOR rate (5.69% at September
         30, 1998).  Such exchanges  occur every three months during the term of
         the Collar Agreement. The different exchanges are as follows:

         (1)  When LIBOR is below 5.05%,  the Company  pays to the  counterparty
              the difference between the fixed rate of 5.65% and the LIBOR rate,
              applied to the $100,000 notional amount;
         (2)  When LIBOR is between 5.65% and 6.65%,  the Company  receives from
              the  counterparty  the difference  between the fixed rate of 5.65%
              and LIBOR rate, applied to the $100,000 notional amount;
         (3)  When LIBOR is in excess of 6.65% or between 5.65% and  5.05%,  the
              Collar  Agreement has no financial effect.

         For the nine months ended  September 30, 1998 and 1997, the Company had
         recognized an increase in interest  expense of  approximately  $156 and
         $267, respectively, as a result of the interest rate swap agreements.

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

         Information  concerning  the  Company's  interest  rate  agreements  at
         September 30, 1998 is as follows:

<TABLE>
                                                                                                 Amount to be
                                            Interest rate                Notional                  paid upon
                Expiration date            to be received                 amount                termination (i)
                ---------------            --------------                 ------                ---------------
<S>                                            <C>                    <C>                        <C>          
           November 15, 1999                   5.912%                 $     65,000               $       681.0
           November 15, 1999                   5.188%                       22,500                        65.8
           January 8, 2001                     5.650%                      100,000                     1,872.2
           October 7, 2001                     5.940%                      100,000                     3,541.0
           October 15, 2001                    6.115%                      150,000                     5,708.0
                                                                      ------------               -------------
                                                                      $    437,500               $    11,868.0
                                                                      ============               =============

</TABLE>
         (i)      The  estimated  amount that the Company would pay to terminate
                  the  agreements on September 30, 1998.  This amount takes into
                  consideration    current    interest   rates,    the   current
                  creditworthiness of the counterparties and represents the fair
                  value of the interest rate agreements.



                                       13
<PAGE>



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

(3)      DEBT (continued)

The debt of the Company matures as follows:


                Year Ended December 31 --
                1998                                  $      1,875
                1999                                        11,144
                2000                                        24,575
                2001                                        34,575
                2002                                        44,575
                Thereafter                                 802,970
                                                      ------------
                                                      $    919,714
                                                      ============



(4)      COMMITMENTS AND CONTINGENCIES

The Company has annual  commitments  under lease  agreements  for office  space,
equipment,  pole rental and land upon which  certain of its towers and  antennae
are  constructed.  Rent expense for the nine-month  periods ended  September 30,
1998 and 1997 was $4,172 and $2,897, respectively.

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


                 Year Ended December 31 --
                 1998                                 $        402
                 1999                                        1,164
                 2000                                          881
                 2001                                          631
                 2002                                          491
                 Thereafter                                    465
                                                      ------------
                                                      $      4,034
                                                      ============
 
In October 1992,  Congress enacted the Cable Television Consumer and Competition
Act of 1992 (the "1992  Cable  Act") which  greatly  expanded  federal and local
regulation  of the  cable  television  industry.  In  April  1993,  the  Federal
Communications   Commission  (the  "FCC")  adopted  comprehensive   regulations,
effective  September 1, 1993,  governing  rates charged to subscribers for basic
cable and cable  programming  services.  Cable  operators may 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



                                       14
<PAGE>



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

(4)      COMMITMENTS AND CONTINGENCIES (continued)

obligations.  The FCC has also adopted  regulations that permit qualifying small
cable operators to justify their  regulated  service and equipment rates using a
simplified cost-of-service formula.

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

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

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

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





                                       15
<PAGE>



                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                  BALANCE SHEET


<TABLE>

                                                                                  -----------------------------------
                                                                                   September 30,      December 31,
                                                                                       1998               1997
                                                                                  ----------------  -----------------
                                                                                    (Unaudited)
                                        ASSETS


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


                                    OWNER'S EQUITY

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




                     See note to accompanying balance sheet.



                                       16
<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 September 30, 1998.




                                       17
<PAGE>



PART I. FINANCIAL INFORMATION

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

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

Introduction and Recent Developments

The Company's  objective is to increase its  subscriber  base and operating cash
flow through: (i) selective acquisitions of cable television systems that can be
integrated  with existing  operations  and (ii) more  efficient  operations  and
internal  revenue  growth.  The Company  continues  the process of acquiring and
integrating  cable  systems  with its current  systems and  continues  to invest
significant capital for their technical enhancement.

The Company  commenced  operations  in  November  1995 with the  acquisition  of
certain cable television  systems.  The following table summarizes the Company's
acquisitions since inception:
<TABLE>
                                                                     --------------------------------------------------------------
                                                                                              Purchase      Basic        Purchase
                                                                                              Price(1)      Subscribers  Price Per
Predecessor Owner                                                         Date Acquired      (in millions)  Acquired(2)  Subscriber
                                                                     --------------------  ---------------  -----------  ----------
<S>                                                                     <C>                     <C>           <C>          <C>   
United Video Cablevision, Inc. (the  "UVC Systems ")................    November 9, 1995        $  120.8      87,400       $1,382
Longfellow Cable Company, Inc. (the  "Longfellow Systems ").........   November 21, 1995             6.1       5,100        1,196
C4  Media  Cable  Southeast,  Limited  Partnership  (the "C4            
   Systems")........................................................    February 1, 1996            47.6      40,400        1,178
Americable   International  Maine,  Inc.  (the   "Americable              
   Systems ").......................................................      March 29, 1996             4.8       3,350        1,433
Cox Communications (the  "Cox Systems ")............................       April 9, 1996           136.0      77,200        1,762
Phoenix  Grassroots  Cable  Systems,  LLC (the   "Grassroots             
   Systems")........................................................     August 29, 1996             9.3       7,400        1,257
Triax Southeast Associates, L.P. (the  "Triax Systems ")............     October 7, 1996            84.7      53,200        1,592
American Cable Entertainment of Kentucky-Indiana,  Inc. (the
 "ACE  Systems")....................................................     October 9, 1996           146.0      83,250        1,754
SRW,  Inc.'s  Penn/Ohio  Cablevision,  L.P.  (the "Penn/Ohio            
   Systems ").......................................................    October 31, 1996             3.8       3,225        1,178
SRW,  Inc.'s  Deep Creek Cable TV,  L.P.  (the  "Deep  Creek           
   System").........................................................   December 23, 1996             3.0       2,175        1,379
Bluegrass Cable Partners, L.P. (the  "Bluegrass Systems ")..........      March 20, 1997             9.9       7,225        1,370
Clear Cable T.V., Inc. and B&G Cable T.V. Systems,
   Inc. (the  "Clear/B&G Systems ").................................      March 31, 1997             1.7       1,450        1,172
Milestone  Communications of New York, L.P. (the  "Milestone              
   Systems")........................................................      March 31, 1997             2.8       2,125        1,318
Triax Associates I, L.P. (the  "Triax I Systems ")..................        May 30, 1997            34.5      20,700        1,667
Phoenix Front Row Cablevision (the  "Front Row Systems ")...........        May 30, 1997             6.8       5,250        1,295
PCI Incorporated (the "Bedford System").............................     August 29, 1997            13.5       7,750        1,742
SRW, Inc.'s Blue Ridge Cable Systems,  L.P. (the "Blue Ridge           
   Systems")........................................................   September 3, 1997             4.1       4,550          901
Harold's Home Furnishings, Inc. (the "Harold's System").............    October 31, 1997             1.5       1,480        1,014
A-R Cable Services - ME, Inc. (the "Cablevision Systems")...........    October 31, 1997            78.2      54,300        1,440
TCI Cablevision of Vermont, Inc. and Westmarc Development 
    Joint Venture (the "TCI-VT/NH Systems").........................    December 2, 1997            34.5      22,100        1,561
Cox Communications, Inc. (the "Cox-Central Ohio Systems")...........   December 19, 1997           203.0      84,400        2,405
TVC-Sumpter Linked Partnership and North Oakland Cablevision
   Partners Limited Partnership (the "Televista Systems")...........       March 6, 1998            14.2       8,100        1,753
TCI  Cablevision  of  Ohio,  Inc.  (the  "TCI - Pt.  Clinton               
   Systems")........................................................       April 1, 1998            10.0       6,000        1,667
New England Cablevision of Massachusetts, Inc. (the "NECMA
   Systems")........................................................       April 3, 1998            44.7      26,500        1,687
Ohio Cablevision Network, Inc. (the "TCI - Bryan Systems)...........       July 31, 1998            38.0      19,700        1,929
Unity Cable Television, Inc. (the "Unity System")...................  September 30, 1998             0.8         590        1,356
                                                                                                --------     -------       ------
Total...............................................................                            $1,060.3     634,920       $1,670
                                                                                                ========     =======       ======
</TABLE>
--------------------
(1) Represents the contract  purchase price excluding  working capital  purchase
    adjustments and transaction  costs.  
(2) Includes 10,600 subscribers to systems that were sold by the Company in 
    1996.


                                       18
<PAGE>

On July 31,  1998,  the  Company  completed  the  acquisition  of certain  cable
television  system assets in Ohio from Ohio  Cablevision  Network,  Inc. for the
cash  purchase  price of $38.0  million.  On  September  30,  1998,  the Company
consummated the acquisition of certain cable  television  system assets in Maine
from Unity Cable Television, Inc.
for the cash purchase price of approximately $0.8 million.

As of September 30, 1998, the Company's currently owned cable television systems
(the  "Existing  Systems")  passed   approximately   902,900  homes  and  served
approximately 630,200 basic subscribers. As of November 12, 1998 the Company has
consummated  acquisitions of additional cable  television  systems to serve over
700,000 basic subscribers within its current operating clusters.

On October 23, 1998, the Company consummated the acquisition of cable television
system assets in Maine and New  Hampshire  from State Cable TV  Corporation  and
Better Cable TV Company (collectively,  "State") for an aggregate purchase price
of $188.2  million.  The eight State systems served  approximately  75,000 basic
subscribers  as of September 30, 1998, in  communities  contiguous to certain of
the  Existing  Systems in southern  Maine and central  New  Hampshire.  With the
acquisition of the State systems,  the Company has increased the size of its New
England  cluster to over 250,000 basic  subscribers,  serving over 150,000 basic
customers and four of the five largest cities in the state of Maine. Over 70% of
State's  customers  are served  from two  headend  facilities,  with its largest
system, Augusta,  Maine, currently serving over 40,000 customers.  Additionally,
up to ten headend  facilities  serving the  Existing  Systems are expected to be
combined with  existing  State  systems;  consequently,  the Company  expects to
significantly  increase the size of its New England  cluster while  reducing the
number of headend facilities. The Company will operate the State systems as part
of its New England cluster.

As of November  12,  1998,  the Company had entered  into two  additional  asset
purchase or exchange  agreements to acquire cable television  systems located in
Ohio and Maine for aggregate  consideration  of approximately  $4.9 million.  In
addition, the Company had entered into an additional asset purchase agreement to
sell cable  television  systems  located in Virginia and Tennessee for aggregate
consideration of approximately $5.2 million.  All of these pending  transactions
are  expected to close by year-end  1998 and are  subject to  customary  closing
conditions,  and certain regulatory approvals that are not completely within the
Company's control.

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

Results Of Operations

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



                                       19
<PAGE>


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

                Three Months Ended September 30, 1998 Compared to
                Three Months Ended September 30, 1997 (Unaudited)

<TABLE>
                                                          ---------------------------------------------------
                                                             Three Months Ended        Three Months Ended
                                                           September 30, 1998 (a)    September 30, 1997 (a)
                                                          ---------------------------------------------------
                                                                           % of                     % of
                                                              Amount     Revenue     Amount      Revenue
                                                           -----------    -------    ---------   --------
            In thousands
<S>                                                        <C>              <C>      <C>            <C>   
            Revenue...................................     $    61,964      100.0%   $  36,750      100.0%
            Expenses
                Operating expenses....................          30,380       49.0       18,332       49.9
                Corporate expenses....................           1,561        2.5        1,071        2.9
                Depreciation and amortization.........          25,429       41.1       15,899       43.3
                                                           -----------    -------    ---------   --------
                       Total expenses.................          57,370       92.6       35,302       96.1
                                                           -----------    -------    ---------   --------
            Operating income/(loss)...................           4,594        7.4        1,448        3.9
            Interest expense, net.....................         (22,149)     (35.7)     (11,544)     (31.4)
            Other expense.............................             (32)      (0.1)          (7)        -
            Income tax benefit........................             674        1.1            -         -
                                                           -----------    -------    ---------   -------
            Net loss..................................     $   (16,913)     (27.3)%  $ (10,103)     (27.5)%
                                                           ===========    =======    =========   ========

            EBITDA (b)................................     $    30,023       48.5%   $  17,347       47.2%
                                                           ===========    =======    =========   ========

            Basic subscribers.........................         630,200                 401,300
            Premium units.............................         261,000                 172,850
</TABLE>
------------
(a)  All  acquisitions  have been  accounted  for under the  purchase  method of
     accounting and, therefore,  the Company's  historical results of operations
     include the results of operations  for each acquired  system  subsequent to
     its respective acquisition date.
(b)  EBITDA is defined as net income before  interest,  taxes,  depreciation and
     amortization.  The Company believes that EBITDA is a meaningful  measure of
     performance because it is commonly used in the cable television industry to
     analyze and compare  cable  television  companies on the basis of operating
     performance, leverage and liquidity. In addition, the Company's senior bank
     indebtedness  (the "Amended Credit  Facility") and Notes Indenture  contain
     certain  covenants,   compliance  of  which  is  measured  by  computations
     substantially similar to those used in determining EBITDA.  However, EBITDA
     is not intended to be a  performance  measure that should be regarded as an
     alternative  to either  operating  income or net income as an  indicator of
     operating  performance  or to cash  flows as a  measure  of  liquidity,  as
     determined in accordance with generally accepted accounting principles.

The  Company's  revenues  increased  significantly  in the  three  months  ended
September 30, 1998, to $62.0 million versus $36.8 million for the same period in
1997,  an  increase  of $25.2  million,  or 68.6%.  Revenue  growth  was  driven
primarily by an increase in cable  subscribers  to 630,200 basic  subscribers at
September  30, 1998 from  401,300 at September  30, 1997,  an increase of 57.0%.
Premium  units  grew from  172,850 to  261,000,  or 51.0%,  in the same  period.
Subscriber  growth was largely the result of acquisitions  made in nine separate
transactions during the twelve months ended September 30, 1998.

Although operating expenses and corporate expenses increased in the three months
ended  September  30, 1998  versus the same period a year  earlier (by 65.7% and
45.8%,  respectively),  those  expenses  fell as a percentage  of revenue.  As a
percentage  of  revenue,  operating  and  corporate  expenses  fell to  51.5% of
revenues  in the  three  months  ended  September  30,  1998  from  52.8% in the
year-earlier  period.  The Company continues to focus on integration of business
operations to achieve efficiencies and lower operating costs.

The combination of subscriber and revenue growth with operating efficiencies led
to an increase in EBITDA in the third  quarter of 1998,  to $30.0  million  from
$17.3 million in the same period a year earlier,  a 73.1%  increase.  The EBITDA
margin also  increased,  to 48.5% in the period  ended  September  30, 1998 from
47.2% for the same period in 1997.

Depreciation  and  amortization   expenses   increased  60.0%  as  a  result  of
acquisition  activity  that  occurred  in 1997 and 1998.  Net  interest  expense
increased  to $22.1  million  from $11.5  million  primarily  as a result of the
higher weighted average drawings on the Company's senior bank indebtedness.

                                       20
<PAGE>

                Nine Months Ended September 30, 1998 Compared to
                Nine Months Ended September 30, 1997 (Unaudited)

<TABLE>
                                                          ---------------------------------------------------
                                                              Nine Months Ended        Nine Months Ended
                                                           September 30, 1998 (a)    September 30, 1997 (a)
                                                          ---------------------------------------------------
                                                                           % of                     % of
                                                              Amount     Revenue     Amount      Revenue
                                                           -----------    -------    ---------   --------
            In thousands
<S>                                                        <C>              <C>      <C>            <C>   
            Revenue...................................     $   175,559      100.0%   $ 102,386      100.0%
            Expenses
                Operating expenses....................          88,469       50.4       52,794       51.6
                Corporate expenses....................           5,072        2.9        3,120        3.0
                Depreciation and amortization.........          74,300       42.3       45,090       43.9
                Storm related costs (b) ..............             705        0.4            -         -
                                                           -----------    -------    ---------   --------
                       Total expenses.................         168,546       96.0      101,004       98.5
                                                           -----------    -------    ---------   --------
            Operating income/(loss)...................           7,013        4.0        1,382        1.5
            Interest expense, net.....................         (63,528)     (36.2)     (32,846)     (32.1)
            Other expense.............................          (2,072)      (1.2)         (54)      (0.1)
            Income tax benefit........................             674        0.4            -         -
                                                           -----------    -------    ---------   --------
            Net loss..................................     $   (57,913)     (33.0)%  $ (31,518)     (30.7)%
                                                           ===========    =======    =========   ========

            EBITDA (c)................................     $    81,313       46.3%   $  46,472       45.4%
                                                           ===========    =======    =========   ========

            Basic subscribers.........................         630,200                 401,300
            Premium units.............................         261,000                 172,850
</TABLE>
------------
(a)  All  acquisitions  have been  accounted  for under the  purchase  method of
     accounting and, therefore,  the Company's  historical results of operations
     include the results of operations  for each acquired  system  subsequent to
     its respective acquisition date.
(b)  For the nine months ended  September 30, 1998 the Company has  recognized a
     loss due to service  outages and  increased  labor  costs of  approximately
     $705,000  due to mid  January  ice  storms  experienced  by  certain of the
     communities served by the Company in Maine.  Additionally,  the Company has
     incurred   approximately   $540,000  of  capital   expenditures  to  repair
     subscriber drops damaged in the storms.  The Company expects the loss to be
     isolated to the first  quarter of 1998,  although the  long-term  financial
     effect of the ice storms cannot be determined.
(c)  EBITDA is defined as net income before  interest,  taxes,  depreciation and
     amortization.  The Company believes that EBITDA is a meaningful  measure of
     performance because it is commonly used in the cable television industry to
     analyze and compare  cable  television  companies on the basis of operating
     performance, leverage and liquidity. In addition, the Company's senior bank
     indebtedness  (the "Amended Credit  Facility") and Notes Indenture  contain
     certain  covenants,   compliance  of  which  is  measured  by  computations
     substantially similar to those used in determining EBITDA.  However, EBITDA
     is not intended to be a  performance  measure that should be regarded as an
     alternative  to either  operating  income or net income as an  indicator of
     operating  performance  or to cash  flows as a  measure  of  liquidity,  as
     determined in accordance with generally accepted accounting principles.

Revenue increased 71.5%, or approximately $73.2 million, to approximately $175.6
million for the nine months ended September 30, 1998 from  approximately  $102.4
million  for the nine  months  ended  September  30,  1997.  Operating  expenses
(including storm related costs) and corporate expenses  increased  approximately
68.9% and 62.6%, respectively, for the nine months ended September 30, 1998 from
the nine months ended September 30, 1997.  Decreases in the relative  percentage
of operating expenses to revenue was primarily attributable to cost efficiencies
achieved  through the  integration  of cable systems and  increased  revenue per
subscriber  per month.  The EBITDA  margin,  which when  adjusted to exclude the
storm related costs, improved from 45.4% for the nine months ended September 30,
1997 to 46.7% for the nine months ended September 30, 1998.

During  mid-January of 1998, certain of the communities served by the Company in
Maine  experienced  devastating ice storms.  For the nine months ended September
30, 1998 the Company has recognized a loss due to service  outages and increased
labor  costs of  approximately  $705,000  due these  storms.  Additionally,  the
Company has incurred  approximately  $540,000 of capital  expenditures to repair
subscriber  drops  damaged in the  storms.  The  Company  expects the loss to be
isolated to the first quarter of 1998,  although the long-term  financial effect
of the ice storms cannot be determined.

                                       21
<PAGE>

Depreciation  and  amortization   expenses   increased  64.8%  as  a  result  of
acquisition  activity  that  occurred  in 1997 and 1998.  Net  interest  expense
increased  to $63.5  million  from $32.8  million  primarily  as a result of the
higher  weighted  average  drawings on the Company's  senior bank  indebtedness.
Other  expenses  for the nine  months  ended  September  30,  1998  include  the
retirement of $2.0 million of plant assets in connection with completed  upgrade
and rebuild projects.


Liquidity And Capital Resources

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

Amended Credit Facility

Drawings on the Amended  Credit  Facility,  along with cash flow  generated from
operations, have been sufficient to finance capital improvement projects as well
as acquisitions. The Company has adequately serviced its debt in accordance with
the provisions of the Amended Credit Facility from EBITDA of approximately $81.3
million generated by the Company for the nine months ended September 30, 1998.

On December 19, 1997, the Company amended its existing senior bank  indebtedness
and  entered  into an $800.0  million  Amended  Credit  Facility  with The Chase
Manhattan  Bank,  as  Administrative  Agent,  J.P.  Morgan  Securities  Inc., as
Syndication  Agent,  CIBC Inc., as  Documentation  Agent,  and the other lenders
signatory  thereto.  The  Amended  Credit  Facility  includes a $300.0  million,
7.75-year  reducing revolving credit facility (the "Revolving Credit Facility"),
a $250.0 million,  7.75-year term loan (the "Facility A Term Loan") and a $250.0
million, 8.25-year term loan (the "Facility B Term Loan").

At  September  30, 1998,  the Company had $50.0  million  outstanding  under the
Revolving Credit Facility,  $250.0 million outstanding under the Facility A Term
Loan and $250.0 million outstanding under the Facility B Term Loan. The weighted
average interest rates at September 30, 1998 on the outstanding borrowings under
the Revolving Credit Facility were approximately  7.7%, and under the Facility A
Term  Loan and the  Facility  B Term  Loan  were  approximately  7.8% and  7.9%,
respectively.  The Company has entered into  interest  rate swap  agreements  to
hedge the  underlying  LIBOR  rate  exposure  for $437.5  million of  borrowings
through  November 1999 and October 2001. For the nine months ended September 30,
1998,   the  Company  had   recognized  an  increase  to  interest   expense  of
approximately $156 as a result of these interest rate swap agreements.

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

The  Amended  Credit  Facility is secured by a pledge of all limited and general
partnership  interests in the Company and in any subsidiaries of the Company and
a first priority lien on all the tangible and intangible assets of the

                                       22
<PAGE>

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

FrontierVision  Holdings,  L.P.  ("Holdings"),  as the general  partner of FVOP,
guarantees  the  indebtedness  under the  Amended  Credit  Facility on a limited
recourse  basis.  The Amended Credit Facility is also secured by a pledge of all
limited and general  partnership  interests in FVOP and a first priority lien on
all the assets of FVOP and its subsidiaries.

Senior Subordinated Notes

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

Senior Discount Notes

Holdings and FrontierVision  Holdings Capital Corporation  ("Holdings  Capital")
were formed for the purpose of acting as co-issuers of $237.7 million  aggregate
principal  amount at  maturity of 11 7/8%  Senior  Discount  Notes due 2007 (the
"Discount Notes").  FrontierVision  Partners,  L.P. ("FVP"), FVOP's sole general
partner,  contributed  to Holdings,  both  directly and  indirectly,  all of the
outstanding  partnership interests of FVOP prior to the issuance of the Discount
Notes on September 19, 1997 and as a result,  FVOP and Capital are  wholly-owned
consolidated subsidiaries of Holdings.  Holdings contributed the proceeds of the
Discount Notes to FVOP as a capital contribution.

Cash Flows From Operating Activities

Cash flows from  operating  activities  for the nine months ended  September 30,
1998 were $44.5  million  compared to $18.6  million  for the nine months  ended
September  30, 1997.  The increase  was  primarily a result of cable  television
system operations acquired during the twelve months ended September 30, 1998.

Cash Flows From Investing Activities

Investing  cash flows  were  primarily  used to fund  capital  expenditures  and
acquire cable television systems. Capital expenditures for the nine months ended
September 30, 1998 were  approximately  $39.4 million  compared to approximately
$18.5 million for the nine months ended September 30, 1997. Capital expenditures
primarily  consisted of expenditures for the construction and expansion of cable
plant and distribution equipment,  and additional costs were incurred related to
the expansion of customer service facilities. The Company invested approximately
$107.8 million in  acquisitions  during the nine months ended September 30, 1998
compared with approximately $72.4 million for the same period in 1997.

The Company expects to spend a total of approximately $155 million over the next
two years for capital  expenditures with respect to the Existing Systems.  These
expenditures  will primarily be used for (i)  installation  of fiber optic cable
and microwave  links which will allow for the  consolidation  of headends,  (ii)
analog  and  digital  converter  boxes  which  will  allow the  Company  to more
effectively  market  premium  and  pay-per-view  services,  (iii) the  continued
deployment  of coaxial  cable to build-out  the Existing  Systems,  (iv) headend
equipment for the digital  television system and (v) the upgrade of a portion of
the  Company's  cable  television  distribution  systems to, among other things,
increase bandwidth and channel capacity.

                                       23
<PAGE>

Cash Flows From Financing Activities

Acquisitions  during the nine months ended September 30, 1998 were financed with
borrowings under the Company's senior bank indebtedness. Acquisitions during the
nine months ended  September 30, 1997 were  financed  with equity  contributions
from the  Company's  partners and  borrowings  under the  company's  senior bank
indebtedness.

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

From  inception  through  September  30,  1998,  FVP  received a total of $199.4
million  of  equity  contributions  from its  partners,  all of  which  has been
invested in Holdings and down streamed to the Company.

Year 2000

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,  the  Company  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 Company employees, was established to determine which of the Company's
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  Headend equipment
                             from satellite or broadcast sources and  Plant infrastructure
                             transmitting that signal via             Programming suppliers
                             fiber-optic and co-axial cable to a 
                             customers residence or place of business.
      Franchise Services     The performance of tasks specifically    Local origination
                             required by local or national            Emergency broadcast
                             regulatory agencies.
      Service Delivery       The ongoing process of responding        Customer call center infrastructure
                             timely to customer service requests.     Dispatch equipment
      Revenue Collection     The  process  of  collecting   customer  Subscriber management systems
                             billings and utilizing those cash        Cash management
                             receipts for necessary corporate 
                             purposes.
</TABLE>

Since the task force was  established,  the Company's  management  has committed
additional  internal  and  external  resources  necessary  to address  Year 2000
Issues. During the three months ended September 30, 1998, the Company engaged an
external  third-party  Year 2000  consultant to review its 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 the Company to address its Year
2000 Issues by December 31,  1999.  As part of this work  schedule,  the Company
expects to formally adopt a Year 2000 Compliance Plan,  discussed in more detail
below,  by December 31, 1998.  Additionally,  the Company has joined an industry
initiative  whereby  the  Company  and  other  similar  companies  will  achieve
efficiencies  in their  individual  Year  2000  plans  through  the  sharing  of
information and joint testing.

The Company has  established  a Year 2000 team which will consist of a part-time
Program  Manager,   one  full-time  Project   Administrator  and  one  full-time
consultant as the day-to-day  Project  Manager when fully  staffed.  The 



                                       24
<PAGE>



Program Manager will be accountable  directly to the Company's senior management
team, who in turn is accountable to the Company's general partner. The Year 2000
team will also involve certain individuals in the Company who are subject matter
experts, for example, engineering and information technology.

The Year 2000 Compliance Plan, which the Company expects to be rolled-out during
the  fourth-quarter  of 1998,  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 will be trained on the Company's Year 2000  Compliance  Plan and their
role in the success of the Plan will be communicated.  The Prevention Program is
expected  to prevent  new  problems  from  arising  while the  Company  resolves
existing problems. For example, since October 30, 1998, the Company has required
a Year 2000  compliance  warranty on all purchase  orders to ensure that vendors
ship to the  Company  only  equipment  that  they  have  warranted  is Year 2000
compliant.  The  "Find  And  Fix"  Program  includes  three  phases:  Inventory,
Assessment  and  Remediation,  and  will  initially  focus on  mission  critical
business processes.

The Inventory  phase consists of taking a physical  inventory of all susceptible
business  components within each mission critical  business process.  A physical
inventory of the components  used in certain of the Company's  mission  critical
business processes was initiated in the current year. This inventory consists 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 the
Company's 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  will  be a
comprehensive data base (the "Project Database") which will allow the Company to
review  any   Company   business   component   by,   among   other   attributes,
manufacturer/supplier,  geographic  location,  compliance status or asset class.
The Company has also initiated the process of communicating with its significant
suppliers and service  providers to determine their position with regard to Year
2000 Issues and  evaluating  the potential  impact on the Company if those third
parties fail to remediate  their own Year 2000  Issues.  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 the Company as well as  maintenance  and
construction materials).

As specific  inventories are being  completed,  the Year 2000 team will focus on
Assessing  each  business  component's  vulnerability  to Year 2000 Issues.  The
Assessment phase requires management attain a high degree of confidence that the
Company  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
is the  prioritization of each  equipment/system  in the Project Database.  Each
item of  inventory  will be  reviewed  for  Year  2000  compatibility  first  by
cross-referencing  the Project  Database to  materials  received  from  vendors,
industry groups and other MSO's,  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  is the
determination of whether a given  component/system is to be replaced or upgraded
or whether specific contingency plans are needed.

Remediation  (i.e.,  actually fixing) will then be performed and a non-compliant
component with either be repaired, replaced or upgraded to a compliant system or
component.  The Remediation  phase,  includes  processes designed to ensure that
each  remediating  action  will 1)  definitely  solve  the  Year  2000  Issue in
question, 2) be performed at the most reasonable overall cost to the Company and
3) take place in accordance with the overall  strategic  technical  direction of
the Company. Remediation phase processes will also include Dependent Testing, to
verify  that   remediations   do  not  introduce  new  Year  2000  problems  and
Implementation Planning, to schedule wide-spread implementation of remediations.
If  Remediation  is  determined  to be  impossible  with  respect  to a business
component, the Year 2000 team will create an appropriate contingency plan.


                                       25
<PAGE>


As of September 30, 1998, the Company's  overall  progress in the "Find and Fix"
Program is as follows:
<TABLE>

       --------------- ------------------------------ ----------------------------- ---------------------
                       Percentage of all components       Percentage Complete             Expected
       Phase              currently in phase (i)             of Phase (ii)            Completion Date
       --------------- ------------------------------ ----------------------------- ---------------------
<S>                                 <C>                            <C>                      <C> 
       Inventory                    75%                          < 15%              January 31, 1999
       Assessment                  < 15%                          < 5%              February 28, 1999
       Remediation                  < 5%                          < 1%              November 30, 1999
</TABLE>

(i)  Represent  the number of  components in each phase as compared to the total
     number of components to be addressed.
(ii)      Represents the percentage complete of the phase itself.

The  completion  dates  set  forth  above  are  based on the  Company's  current
expectations.  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 the Company has not yet identified each of its non-compliant  systems (either
internal or external),  the costs to address the Year 2000 Issue are  uncertain.
However, to date the Company has expended  approximately  $30,000 in third-party
consulting fees and expects to spend approximately $625,000 in replacing certain
electronic  headend  equipment by December 31, 1998. The Company also expects to
expend an  additional  $300,000  for both  external  and  internal  resources in
conjunction  with  the  Year  2000  project  team  through  December  31,  1999.
Additionally, the Company expects to budget approximately $25,000 in incremental
operating   expenses  and  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 the Company's Year 200 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, the Company has yet to develop
or implement any significant  contingency  plans. There can be no assurance that
the Company will  identify all Year 2000 Issues or that the Company will be able
to remedy each Year 2000  Issue.  A failure to  sufficiently  correct a material
Year 2000 problem could cause the Company to suffer an interruption or a failure
of  certain  important  business  operations.  Additionally,  the  failure  of a
material  external  (third-party)  system may cause the Company to experience an
interruption  or  a  failure  of  certain  important  business  operations.  The
interruption  or failure by the Company in an important  business  operation may
cause a material,  adverse impact on the Company's financial position. It is not
management's   intention  that  certain  information  technology  and  technical
enhancement  projects planned by the Company 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 Company's Year 2000 readiness
will not have an adverse effect on the Company's financial position.




                                       26
<PAGE>



PART II.          OTHER INFORMATION


Items 1 through 5.

    None.

Item 6

    (a)  Exhibits

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

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


    (b)  Reports on Form 8-K

       None.


                                       27
<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.

Date:  November 12, 1998  By: FrontierVision Partners, L.P., its general 
                              partner,
                          By: FVP GP, L.P., its general partner
                          By: FrontierVision Inc., its general partner
                          By: /s/  ALBERT D. FOSBENNER
                              ------------------------
                              Albert D. Fosbenner
                              Vice President and Treasurer
                              (Principal Accounting and Duly Authorized Officer)



                              FRONTIERVISION HOLDINGS CAPITAL CORPORATION


Date:  November 12, 1998  By: /s/  ALBERT D. FOSBENNER
                              ------------------------
                              Albert D. Fosbenner
                              Vice President and Treasurer
                              (Principal Accounting and Duly Authorized Officer)




                                       28
<PAGE>