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

                                    FORM 10-Q

  X    Quarterly Report pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934

                  For the quarterly period ended March 31, 2001


 ___   Transition report pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934


        Commission File Numbers: 333-36519, 333-36519-01 and 333-75567-01

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

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

          One North Main Street
             Coudersport, PA                        16915-1141
  (Address of principal executive offices)          (Zip Code)

                                 (814) 274-9830
              (Registrants' telephone number, including area code)


    Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
                  Yes   x                              No ___
                      -----

    Number of shares of common stock of FrontierVision Holdings Capital
Corporation and FrontierVision Holdings Capital II Corporation outstanding as of
May 15, 2001: 100 and 1,000, respectively.

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

<PAGE>

<TABLE>
<CAPTION>
                                              FRONTIERVISION HOLDINGS, L.P.
                                      FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                     FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

                                                     TABLE OF CONTENTS

<S>                                                                                                          <C>
PART I   - FINANCIAL INFORMATION                                                                             PAGE
                                                                                                             ----

Item 1.  Financial Statements

    Condensed Consolidated Balance Sheets - December 31, 2000 and March 31, 2001.............................  3

    Condensed Consolidated Statements of Operations - Three Months Ended
        March 31, 2000 and 2001..............................................................................  4

    Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000
         and 2001............................................................................................  5

    Notes to Condensed Consolidated Financial Statements.....................................................  6

    Balance Sheets of FrontierVision Holdings Capital Corporation -
         December 31, 2000 and March 31, 2001................................................................  9

    Note to Balance Sheets .................................................................................. 10

    Balance Sheets of FrontierVision Holdings Capital II Corporation -
         December 31, 2000 and March 31, 2001................................................................ 11

    Note to Balance Sheets................................................................................... 12

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations............... 13


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................................................... 18

SIGNATURES    .............................................................................................   19
</TABLE>

SAFE HARBOR STATEMENT

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Statements included in this Form 10-Q,
including Management's Discussion and Analysis of Financial Condition and
Results of Operations, which are not historical facts are forward-looking
statements, such as information relating to the effect of future regulation,
future capital commitments and the effects of competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect expected results in the future from those expressed in any
forward-looking statements made by, or on behalf of, FrontierVision Holdings,
L.P. and subsidiaries ("Holdings" or the "Company"). These "forward looking
statements" can be identified by the use of forward looking terminology such as
"believes," "expects," "may," "will," "should," "intends," or "anticipates" or
the negative thereof and the variations thereon or comparable terminology, or by
discussions of strategy that involves risks or uncertainties. These risks and
uncertainties include, but are not limited to, uncertainties relating to general
business and economic conditions, acquisitions and divestitures, risk associated
with the company's growth and financing, the availability and cost of capital,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, product acceptance, the Company's
ability to execute on its various business plans and to construct, expand and
upgrade its networks, risk associated with reliance on the performance and
financial conditions of vendors and customers, technological developments, and
changes in the competitive environment in which the Company operates. Readers
are cautioned that such forward-looking statements are only predictions, that no
assurance can be given that any particular future results will be achieved, and
that actual events or results may differ materially. For further information
regarding those risks and uncertainties and their potential impact on the
Company, see the prospectus and most recent prospectus supplement filed under
Registration Statement No. 333-78027 of Adelphia Communications Corporation, or
under Registration Statement Nos. 333-75567 and 333-36519 of Holdings, under the
heading "Risk Factors". In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward-looking
statements.

<PAGE>

                                             PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                    FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                                                (Dollars in thousands)

                                                                                      December 31,        March 31,
                                                                                          2000              2001
                                                                                   -------------------------------------
ASSETS

<S>                                                                                <C>                <C>
Property, plant and equipment - net                                                $         595,019  $        674,641
Intangible assets - net                                                                    1,719,828         1,767,425
Cash and cash equivalents                                                                      7,076             6,113
Subscriber receivables - net                                                                  14,896            15,524
Prepaid expenses and other assets - net                                                       26,156            27,552
                                                                                   -------------------------------------

        Total assets                                                               $       2,362,975  $      2,491,255
                                                                                   =====================================

LIABILITIES AND PARTNERS' EQUITY

Subsidiary debt                                                                    $         873,112  $        839,635
Parent debt                                                                                  313,340           320,951
Other debt                                                                                    21,588            18,401
Accounts payable                                                                              28,547            64,216
Subscriber advance payments and deposits                                                       7,985            10,155
Accrued interest and other liabilities                                                        36,664            40,761
Deferred income taxes                                                                         15,751            15,312
                                                                                   -------------------------------------
        Total liabilities                                                                  1,296,987         1,309,431
                                                                                   -------------------------------------

Commitments and contingencies (Note 6)

Partners' equity:
    FrontierVision Partners, L.P.                                                          1,064,922         1,180,642
    FrontierVision Holdings, L.L.C.                                                            1,066             1,182
                                                                                   -------------------------------------
        Total partners' equity                                                             1,065,988         1,181,824
                                                                                   -------------------------------------

        Total liabilities and partners' equity                                     $       2,362,975  $      2,491,255
                                                                                   =====================================











<FN>
                      See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                                             (Dollars in thousands)



                                                                                      Three Months Ended
                                                                                          March 31,
                                                                                   2000               2001
                                                                              ----------------  -----------------

<S>                                                                           <C>               <C>
Revenues                                                                      $       74,837    $        82,486
                                                                              ----------------  -----------------

Operating expenses:
    Direct operating and programming                                                  26,314             29,069
    Selling, general and administrative                                               12,183             12,709
    Depreciation and amortization                                                     23,926             27,103
                                                                              ----------------  -----------------

        Total                                                                         62,423             68,881
                                                                              ----------------  -----------------

Operating income                                                                      12,414             13,605

Other (expense) income:
     Interest expense                                                                (26,265)           (25,775)
     Gain on cable systems exchange                                                       -              72,831
     Other                                                                                -              (1,531)
                                                                              ----------------  -----------------

         Total                                                                       (26,265)            45,525

(Loss) income before income taxes                                                    (13,851)            59,130
Income tax (expense) benefit                                                            (361)               439
                                                                              ----------------  -----------------

Net (loss) income                                                             $      (14,212)   $        59,569
                                                                              ================  =================



















<FN>
                  See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                   FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                               (Dollars in thousands)


                                                                                           Three Months Ended
                                                                                               March 31,
                                                                                         2000              2001
                                                                                   -----------------  ----------------
Cash flows from operating activities:
<S>                                                                                <C>                <C>
    Net (loss) income                                                              $       (14,212)   $       59,569
    Adjustments to reconcile net (loss) income to net cash provided by
      operating activities:
        Depreciation and amortization                                                       23,926            27,103
        Deferred income tax expense (benefit)                                                  361             (439)
        Gain on cable systems exchange                                                          -            (72,831)
        Non cash interest expense                                                            6,276             7,153
        Other                                                                                   -              1,531
        Changes in operating assets and liabilities, net of effects
          of acquisitions and cable systems exchange:
           Subscriber receivables                                                            1,605              (200)
           Prepaid expenses and other assets                                                 3,153            (3,882)
           Accounts payable and accrued interest and other liabilities                         652            39,766
           Subscriber advance payments and deposits                                            802             2,192
                                                                                   -----------------  ----------------

Net cash provided by operating activities                                                   22,563            59,962
                                                                                   -----------------  ----------------

Cash flows from investing activities:
    Expenditures for property, plant and equipment                                         (17,441)          (80,938)
    Acquisitions                                                                            (3,128)               -
                                                                                   -----------------  ----------------

Cash used for investing activities                                                         (20,569)          (80,938)
                                                                                   -----------------  ----------------

Cash flows from financing activities:
    Repayments of debt                                                                      (5,986)          (36,254)
    Partner capital contributions                                                            3,283            56,267
                                                                                   -----------------  ----------------

Net cash (used for) provided by financing activities                                        (2,703)           20,013
                                                                                   -----------------  ----------------

Decrease in cash and cash equivalents                                                         (709)            (963)

Cash and cash equivalents, beginning of period                                               7,412             7,076
                                                                                   -----------------  ----------------

Cash and cash equivalents, end of period                                           $         6,703    $        6,113
                                                                                   =================  ================






<FN>
                     See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                             (Dollars in thousands)

1.  The Partnership and Basis of Presentation

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

    On October 1, 1999, Adelphia Communications Corporation ("Adelphia")
purchased all outstanding FVP partnership interests in exchange for
approximately $537,000 in cash, approximately 6.9 million shares of Adelphia
Class A common stock and the assumption of certain liabilities. The acquisition
of FVP by Adelphia has been accounted for using the purchase method of
accounting. Accordingly, the allocation of Adelphia's purchase price to acquire
FVP has been reflected in Holdings' consolidated financial statements as of
October 1, 1999.

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

    The Company owns and operates cable television systems in four primary
operating clusters - New England, Ohio, Kentucky and other smaller groups of
cable television systems.

    Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" as amended by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These standards
require the Company to recognize all derivatives as either assets or liabilities
at fair value in its balance sheet. The accounting for changes in the fair value
of a derivative depends on the use of the derivative. To the extent that a
derivative is effective as a hedge of a future exposure to changes in value, the
fair value of the derivative is deferred in other comprehensive income. Any
portion considered to be ineffective is reported in the statement of operations
immediately.

    The adoption of these standards did not have a material impact on the
Company's financial statements and therefore, a transition adjustment is not
separately presented.

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. Such principles are
applied on a basis consistent with those reflected in the December 31, 2000
Annual Report on Form 10-K of the Company filed with the Securities and Exchange
Commission. The condensed consolidated financial statements contained herein
should be read in conjunction with the consolidated financial statements and
related notes contained in the Company's 2000 Annual Report on Form 10-K. In the

<PAGE>

opinion of management, the unaudited condensed consolidated financial statements
contained herein include all adjustments (consisting of only recurring
adjustments) necessary for a fair presentation of the results of operations for
the interim periods presented. These interim results of operations are not
necessarily indicative of results for future periods.

2.  Cable Systems Exchange

    On January 1, 2001, Adelphia and certain subsidiaries, including the
Company, closed on a cable system exchange with Comcast Corporation. As a result
of the transaction, the Company added approximately 27,000 basic subscribers in
Los Angeles, California in exchange for approximately 19,500 basic subscribers
in Michigan. The cable systems exchange has been recorded at fair value and
purchase accounting has been applied as of the date of the transaction. As a
result of this transaction, the Company recorded a gain of approximately
$73,000, and an increase of property, plant and equipment and intangibles of
approximately $11,000 and $62,000, respectively. The Company has made a
preliminary allocation of the purchase accounting, which is subject to final
allocation.

3.  Debt

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

                                                                                 December 31,        March 31,
                                                                                     2000               2001
                                                                                ----------------  -----------------
<S>                                                                             <C>               <C>
  Subsidiary Debt:
      Bank Credit Facility:
           Revolving Credit Facility, interest based on various floating rate
             options (8.69% and 7.02% average at December 31, 2000
             and March 31, 2001, respectively)                                  $      200,000    $       175,000
           Term loans, interest based on various floating LIBOR rate
             options (8.97% and 7.39% weighted average at
             December 31, 2000 and March 31, 2001, respectively)                       462,406            454,388
      11% Senior Subordinated Notes due 2006                                           210,706            210,247
                                                                                ----------------  -----------------
               Total                                                            $      873,112    $       839,635
                                                                                ================  =================

  Parent Debt:
      11 7/8% Senior Discount Notes due 2007                                    $      313,340    $       320,951
                                                                                ================  =================

  Other Debt:
      Capital leases                                                            $       21,588    $        18,401
                                                                                ================  =================
</TABLE>

4.  Supplemental Financial Information

    Cash payments for interest were $14,364 and $15,011 for the three months
ended March 31, 2000 and 2001, respectively. Accumulated depreciation of
property, plant and equipment amounted to $50,952 and $62,173 at December 31,
2000 and March 31, 2001, respectively. Accumulated amortization of intangible
assets amounted to $66,171 and $79,279 at December 31, 2000 and March 31, 2001,
respectively.

<PAGE>

5.  Income Taxes

    Income tax expense for the three months ended March 31, 2000 and 2001 was
comprised of deferred taxes.

6.  Commitments and Contingencies

    Reference is made to Management's Discussion and Analysis of Financial
Condition and Results of Operations for a discussion of material commitments and
contingencies.

7.  Derivative Financial Instruments

    The Company is exposed to certain risks arising from transactions that are
entered into in the normal course of business. The Company may enter into
derivative financial instrument transactions in order to manage or reduce these
risks. The Company's policies do not permit active trading of, or speculation
in, derivative financial instruments.

    The Company manages its interest rate risk through the use of interest rate
protection instruments such as swaps, caps and collars. The use of such interest
rate protection instruments (as required by some of the Company's borrowing
agreements) is intended to minimize the volatility of cash flows caused by
interest rate fluctuations. These instruments are not designated as hedging
instruments under the provisions of SFAS No. 133. Therefore, the change in the
fair value of these instruments is recorded in "Other" in the condensed
statement of operations. Such amount was not material for the quarter ended
March 31, 2001. As of January 1, 2001 and March 31, 2001, the fair value of
interest rate swaps, caps and collars was not material.

<PAGE>
<TABLE>
<CAPTION>
                                     PART I - FINANCIAL INFORMATION (Continued)



                                     FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                                BALANCE SHEETS (Unaudited)


                                                                                   December 31,       March 31,
                                                                                       2000             2001
                                                                                  ---------------  ----------------

    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
                                                                                  ===============  ================


























<FN>
                                             See the accompanying note to balance sheets.
</FN>
</TABLE>

<PAGE>

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                       NOTE TO BALANCE SHEETS (Unaudited)



    FrontierVision Holdings Capital Corporation, a Delaware corporation
("Holdings Capital"), is a wholly-owned subsidiary of FrontierVision Holdings,
L.P. ("Holdings"), and was organized on August 22, 1997 for the sole purpose of
acting as co-issuer with Holdings of $237.7 million aggregate principal amount
at maturity of the 11 7/8% Senior Discount Notes. Holdings Capital has had no
operations from inception through March 31, 2001.

<PAGE>

                                   PART I - FINANCIAL INFORMATION (Continued)




<TABLE>
<CAPTION>
                                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                                           BALANCE SHEETS (Unaudited)


                                                                                December 31,        March 31,
                                                                                    2000               2001
                                                                               ----------------  -----------------
ASSETS
<S>                                                                            <C>               <C>
Cash                                                                           $        1,000    $         1,000
                                                                               ----------------  -----------------
            Total assets                                                       $        1,000    $         1,000
                                                                               ================  =================

OWNER'S EQUITY

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



























<FN>
                                             See the accompanying note to balance sheets.
</FN>
</TABLE>

<PAGE>

                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                       NOTE TO BALANCE SHEETS (Unaudited)



    FrontierVision Holdings Capital II Corporation, a Delaware corporation
("Holdings Capital II"), is a wholly-owned subsidiary of FrontierVision
Holdings, L.P. ("Holdings"), and was organized on December 2, 1998, for the sole
purpose of acting as co-issuer with Holdings of $91.3 million aggregate
principal amount at maturity of the 11 7/8% Senior Discount Notes, Series B.
Holdings Capital II has had no operations from inception through March 31, 2001.

<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations
         (Dollars in thousands)

See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.

Introduction

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

    On October 1, 1999, Adelphia Communications Corporation ("Adelphia")
purchased all outstanding FVP partnership interests in exchange for
approximately $537,000 in cash, approximately 6.9 million shares of Adelphia
Class A common stock and the assumption of certain liabilities. The acquisition
of FVP by Adelphia has been accounted for using the purchase method of
accounting. Accordingly, the allocation of Adelphia's purchase price to acquire
FVP has been reflected in Holdings' consolidated financial statements as of
October 1, 1999.

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

    The Company owns and operates cable television systems in small and
medium-sized suburban and exurban communities in the United States in four
primary operating clusters - New England, Ohio, Kentucky and other smaller
groups of cable television systems. As of March 31, 2001, the Company owned
systems with broadband networks that passed in front of approximately 1,056,000
homes and served approximately 701,000 basic subscribers. In addition to
traditional analog cable television, the Company, or one of its or Adelphia's
affiliates, offers a wide range of telecommunications services including digital
cable television, high speed data and Internet access, paging and telephony.

<PAGE>

Results of Operations

Three Months Ended March 31, 2000 and 2001

<TABLE>
<CAPTION>
    The following table illustrates the Company's operating activities:

                                                                             Percentage of Revenues
                                                                          ------------------------------
                                                                               Three Months Ended
                                                                                    March 31,
                                                                               2000           2001
                                                                          ------------------------------
<S>                                                                              <C>             <C>
              Revenues                                                           100.0%          100.0%

              Expenses:
                   Direct operating and programming                               35.2%           35.2%
                   Selling, general and administrative                            16.3%           15.4%
                   Depreciation and amortization                                  32.0%           32.9%
                                                                          ------------------------------
              Operating income                                                    16.5%           16.5%
                                                                          ==============================
</TABLE>


Revenues

    Revenues increased 10.2%, or approximately $7,649, to $82,486 for the
quarter ended March 31, 2001, compared with the same period of the prior year.
This increase was primarily attributable to the growth of digital cable
television and high speed data and Internet access subscribers, as well as an
increase in management fees charged to affiliate companies. This increase was
partially offset by a decrease in national and local advertising sales.

Direct operating and programming

    These expenses, which are comprised mainly of programming costs and
technical expenses, increased by 10.5%, or approximately $2,755 to $29,069 for
the quarter ended March 31, 2001, compared with the same period of the prior
year. This increase was primarily attributable to digital cable television and
high speed data and Internet access growth, as well as an increase in rates
charged by program suppliers.

Selling, general and administrative

    These expenses, which are comprised mainly of costs relating to system
offices, customer service representatives, sales and administrative employees,
increased 4.3%, or approximately $526 to $12,709 for the quarter ended March 31,
2001, compared with the same period for the prior year. This increase was
primarily attributable to marketing campaigns to enhance customer awareness, as
well as other costs associated with the rollout of digital cable and high speed
data.

Depreciation and amortization

    Depreciation and amortization increased 13.3%, or approximately $3,177 to
$27,103 for the quarter ended March 31, 2001, compared with the same period of
the prior year. This increase was primarily attributable to the exchange with
Comcast Corporation and increased capital expenditures made during the past
several quarters.

<PAGE>

Interest expense

    Interest expense decreased 1.9%, or approximately $490 to $25,775 for the
quarter ended March 31, 2001, compared with the same period of the prior year.
This decrease was primarily attributable to the decrease in the average interest
rate on outstanding variable rate indebtedness and a decrease in the average
amount of outstanding indebtedness.

Gain on Cable Systems Exchange

    On January 1, 2001, Adelphia and certain subsidiaries, including the
Company, closed on a cable systems exchange with Comcast Corporation. As a
result of this transaction, the Company recognized a gain of approximately
$73,000 in the three months ended March 31, 2001.

Liquidity and Capital Resources

    The cable television business is capital intensive and typically requires
continual financing for the construction, modernization, maintenance, expansion
and acquisition of cable systems. The Company historically has committed
substantial capital resources for these purposes. These expenditures were funded
through bank borrowings, public debt, equity investments, debt issued by
affiliates and advances from affiliates and internally generated funds. The
Company's ability to generate cash to meet its future needs will depend
generally on its results of operations and the continued availability of
external financing.

    The Company has made a substantial commitment to the technological
development of its systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks in order to increase network capacity,
digital capability, two-way communication and network reliability.

    Capital expenditures for the three months ended March 31, 2000 and 2001,
were $17,441 and $80,938, respectively. The increase in capital expenditures for
the quarter ended March 31, 2001, compared with the same period of the prior
year was primarily due to the continual upgrading of the plant to be completely
addressable and provide two-way communication capability. The Company expects
capital expenditures for 2001 to range from approximately $180,000 to $220,000.

    At March 31, 2001, the Company's total outstanding debt aggregated
approximately $1,178,987, which included $320,951 of parent debt and
approximately $858,036 of subsidiary public, bank and other debt. As of March
31, 2001, Holdings' subsidiaries had an aggregate of approximately $125,000 in
unused credit lines and cash and cash equivalents.

    The Company's weighted average interest rate on amounts payable to banks was
approximately 8.40% at March 31, 2000, compared to approximately 7.29% at March
31, 2001. At March 31, 2001, approximately 66.26% of total debt was subject to
fixed interest rates for at least one year under the terms of such debt or
applicable interest rate swap, cap and collar agreements.

<PAGE>

    The following table sets forth the mandatory reductions in principal under
all debt agreements for each of the next four years and nine months based on
amounts outstanding at March 31, 2001:

<TABLE>
<CAPTION>
<S>                                                                     <C>
                  Nine months ending December 31, 2001                  $      27,936
                  Year ending December 31, 2002                                46,415
                  Year ending December 31, 2003                                57,665
                  Year ending December 31, 2004                                62,053
                  Year ending December 31, 2005                               319,059
</TABLE>

    The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by Holdings, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in Holdings' and its subsidiaries' indentures and
credit agreements, including covenants under which the ability to incur
indebtedness is, in part, a function of applicable ratios of total debt to cash
flow.

    The Company believes that cash and cash equivalents, internally generated
funds, borrowings under the existing credit facilities, and future financing
sources will be sufficient to meet its short-term and long-term liquidity and
capital requirements. Although in the past the Company has been able to
refinance its indebtedness or obtain new financing, there can be no assurance
that the Company will be able to do so in the future or that the terms of such
financings would be favorable.

    Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable or telephone companies or their assets, and other
partnering and investment transactions of various structures and sizes involving
cable or other telecommunications companies. The Company continues to evaluate
new opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when, or that additional competition from this industry
consolidation will not have an adverse effect on the Company.

Regulatory and Competitive Matters

    The cable television operations of the Company may be adversely affected by
changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act
significantly expanded the scope of regulation of certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic programming services based upon a benchmark methodology, and

<PAGE>

(ii) associated equipment and installation services based upon cost plus a
reasonable profit. Under the FCC rules, franchising authorities are authorized
to regulate rates for basic services and associated equipment and installation
services. The 1996 Act ended FCC regulation of cable programming service tier
rates on March 31, 1999.

    Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.

    The FCC has adopted regulations implementing all of the requirements of the
1992 Cable Act. The FCC is also likely to continue to modify, clarify or refine
the rate regulations. The Company cannot predict the effect of future rulemaking
proceedings or changes to the rate regulations.

    Cable television companies operate under franchises granted by local
authorities, which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.

    The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept.

    The Company believes that the provision of video programming by telephone
companies in competition with the Company's existing operations could have an
adverse effect on the Company's financial condition and results of operations.
At this time, the impact of any such effect is not known or estimable.

    The Company also competes with DBS service providers. DBS has been available
to consumers since 1994. A single DBS satellite can provide more than 100
channels of programming. DBS service can be received virtually anywhere in the
United States through the installation of a small outdoor antenna. DBS service
is being heavily marketed on a nationwide basis by several service providers,
some of which are now offering local programming channels. At this time, any
impact of DBS competition on the Company's future results is not known or
estimable.

<PAGE>

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits:

        None.

        (b) Reports on Form 8-K:

        No reports on Form 8-K were filed for the quarter ending March 31, 2001.

<PAGE>

                                   SIGNATURES

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

                       FRONTIERVISION HOLDINGS, L.P.
                       By: FrontierVision Partners, L.P., its general partner
                       By: Adelphia GP Holdings, L.L.C., its general partner
                       By: ACC Operations, Inc., its sole member

Date: May 15, 2001     By:    /s/ TIMOTHY J. RIGAS
                             ---------------------------------------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer

                       FRONTIERVISION HOLDINGS CAPITAL CORPORATION

Date: May 15, 2001     By:    /s/ TIMOTHY J. RIGAS
                             ---------------------------------------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer

                       FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

Date: May 15, 2001     By:    /s/ TIMOTHY J. RIGAS
                             ---------------------------------------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer