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 September 30, 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 November
14, 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

PART I   - FINANCIAL INFORMATION                                                                    PAGE
                                                                                                    ----
<S>                                                                                                  <C>
Item 1.  Financial Statements                                                                         3

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations       10


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                                            15

SIGNATURES                                                                                           16
</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 filed under Registration Statement No. 333-64224 of
Adelphia Communications Corporation, and most recent prospectus supplement,
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.



                                       2
<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,      September 30,
                                                                                           2000              2001
                                                                                    -------------------------------------
<S>                                                                                 <C>                <C>
ASSETS

Property, plant and equipment - net                                                 $         595,019  $        817,762
Intangible assets - net                                                                     1,719,828         1,742,055
Cash and cash equivalents                                                                       7,076             3,307
Subscriber receivables - net                                                                   14,896            16,212
Prepaid expenses and other assets - net                                                        26,156            31,563
                                                                                    -------------------------------------

        Total assets                                                                $       2,362,975  $      2,610,899
                                                                                    =====================================

LIABILITIES AND PARTNERS' EQUITY

Subsidiary debt                                                                     $         873,112  $        830,698
Parent debt                                                                                   313,340           335,440
Other debt                                                                                     21,588            17,689
Accounts payable                                                                               28,547            59,157
Subscriber advance payments and deposits                                                        7,985             8,737
Accrued interest and other liabilities                                                         36,664            51,160
Deferred income taxes                                                                          15,751            15,986
                                                                                    -------------------------------------
        Total liabilities                                                                   1,296,987         1,318,867
                                                                                    -------------------------------------

Commitments and contingencies (Note 8)

Partners' equity:
    FrontierVision Partners, L.P.                                                           1,064,922         1,290,740
    FrontierVision Holdings, L.L.C.                                                             1,066             1,292
                                                                                    -------------------------------------
        Total partners' equity                                                              1,065,988         1,292,032
                                                                                    -------------------------------------

        Total liabilities and partners' equity                                      $       2,362,975  $      2,610,899
                                                                                    =====================================















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



                                       3
<PAGE>



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


                                                            Three Months Ended                  Nine Months Ended
                                                               September 30,                      September 30,
                                                     -----------------------------------------------------------------------
                                                           2000              2001              2000              2001
                                                     ----------------- ----------------- ----------------- -----------------

<S>                                                  <C>               <C>               <C>               <C>
Revenues                                             $        78,645   $        90,213   $       232,058   $       259,680
                                                     ----------------- ----------------- ----------------- -----------------

Operating expenses:

   Direct operating and programming                           25,777            31,470            80,350            91,582
   Selling, general and administrative                        14,298            11,288            39,320            37,899
   Depreciation and amortization                              24,595            29,943            72,885            85,813
                                                     ----------------- ----------------- ----------------- -----------------

     Total                                                    64,670            72,701           192,555           215,294
                                                     ----------------- ----------------- ----------------- -----------------


Operating income                                              13,975            17,512            39,503            44,386

Other (expense) income:
   Interest expense                                          (26,615)          (23,448)          (79,061)          (73,446)
   Gain on cable systems exchange                                 -                 -                 -             72,831
   Other                                                          -               (451)               -             (2,509)
                                                     ----------------- ----------------- ----------------- -----------------
                                                             (26,615)          (23,899)          (79,061)           (3,124)
     Total



(Loss) income before income taxes                            (12,640)           (6,387)          (39,558)           41,262
Income tax expense                                              (354)              (99)           (1,094)             (235)
                                                     ----------------- ----------------- ----------------- -----------------

Net (loss) income                                    $       (12,994)  $        (6,486)  $       (40,652)  $        41,027
                                                     ================= ================= ================= =================










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






                                       4
<PAGE>


<TABLE>
<CAPTION>

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

                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                   -----------------------------------
                                                                                         2000              2001
                                                                                   -----------------  ----------------
<S>                                                                                <C>                <C>
Cash flows from operating activities:
    Net (loss) income                                                              $       (40,652)   $       41,027
    Adjustments to reconcile net (loss) income to net cash provided by
      operating activities:
        Depreciation and amortization                                                       72,885            85,813
        Deferred income tax expense                                                          1,094               235
        Gain on cable systems exchange                                                          -            (72,831)
        Non cash interest expense                                                           19,726            20,725
        Other                                                                                   -              2,509
         Changes in operating assets and liabilities, net of effects
          of acquisitions and cable systems exchange:
           Subscriber receivables                                                             (128)             (888)
           Prepaid expenses and other assets                                                  (484)          (14,948)
           Accounts payable                                                                  8,880            27,208
           Subscriber advance payments and deposits                                          2,466               774
           Accrued interest and other liabilities                                           16,132            14,496
                                                                                   -----------------  ----------------

Net cash provided by operating activities                                                   79,919           104,120
                                                                                   -----------------  ----------------

Cash flows from investing activities:
    Expenditures for property, plant and equipment                                        (113,053)         (247,693)
    Acquisitions                                                                            (3,128)               -
                                                                                   -----------------  ----------------

Net cash used for investing activities                                                    (116,181)         (247,693)
                                                                                   -----------------  ----------------

Cash flows from financing activities:
    Repayments of debt                                                                     (12,825)          (45,213)
    Partner capital contributions                                                           50,099           185,017
                                                                                   -----------------  ----------------

Net cash provided by financing activities                                                   37,274           139,804
                                                                                   -----------------  ----------------

Increase (decrease) in cash and cash equivalents                                             1,012            (3,769)

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

Cash and cash equivalents, end of period                                           $         8,424    $        3,307
                                                                                   =================  ================






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




                                       5
<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") is wholly-owned by
FrontierVision Partners, L.P., a Delaware limited partnership ("FVP"). Holdings
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"). Holdings Capital was organized on
August 22, 1997 for the sole purpose of acting as co-issuer of $237,650
aggregate principal amount at maturity of 11 7/8% Senior Discount Notes due 2007
(the "Discount Notes"). Holdings Capital has no substantial assets or
liabilities and has had no operations of any kind since inception.

        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"). 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.

        FrontierVision Holdings Capital II Corporation, a Delaware corporation
("Holdings Capital II"), is a wholly-owned subsidiary of Holdings, and was
organized on December 2, 1998, for the sole purpose of acting as co-issuer with
Holdings of $91,298 aggregate principal amount at maturity of the 11 7/8% Senior
Discount Notes, Series B. Holdings Capital II has no substantial assets or
liabilities and has had no operations of any kind since inception.

        As used herein, the "Company" collectively refers to Holdings, Holdings
Capital, FrontierVision Operating Partners, Inc. ("FVOP Inc."), FVOP, Capital
and Holdings Capital II.

        The Company's operations consist of providing telecommunications
services primarily over its networks, which are commonly referred to as
broadband networks because they can transmit large quantities of voice, video
and data by way of digital or analog signals. 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


                                       6
<PAGE>

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 December 31, 2000 Annual Report on Form
10-K. In the 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 and appraisal.

3.  Debt

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

                                                                                 December 31,      September 30,
                                                                                     2000               2001
                                                                                ----------------  -----------------
<S>                                                                             <C>               <C>
  Subsidiary Debt:
      Bank Credit Facility:
           Revolving Credit Facility, interest based on various floating rate
              options (8.69% and 5.12% average at December 31, 2000
              and September 30, 2001, respectively)                             $      200,000    $       175,000
           Term loans, interest based on various floating LIBOR rate
              options (8.97% and 5.55% weighted average at
              December 31, 2000 and September 30, 2001, respectively)                  462,406            446,369
      11% Senior Subordinated Notes due 2006                                           210,706            209,329
                                                                                ----------------  -----------------
           Total                                                                $      873,112    $       830,698
                                                                                ================  =================

  Parent Debt:
      11 7/8% Senior Discount Notes due 2007                                    $      313,340    $       335,440
                                                                                ================  =================

  Other Debt:
      Capital leases                                                            $       21,588    $        17,689
                                                                                ================  =================
</TABLE>

4.  Supplemental Financial Information

        Cash payments for interest were $45,000 and $48,372 for the nine months
ended September 30, 2000 and 2001, respectively. Accumulated depreciation of
property, plant and equipment amounted to $50,952 and $91,523 at December 31,
2000 and September 30, 2001, respectively. Accumulated amortization of


                                       7
<PAGE>

intangible assets amounted to $66,171 and $106,720 at December 31, 2000 and
September 30, 2001, respectively.

5.  Income Taxes

        Income tax expense for the three and nine months ended September 30,
2000 and 2001 was comprised of deferred taxes.

6.  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
consolidated statement of operations.

7.  Recent Accounting Pronouncements

        In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets. SFAS No. 141 eliminates the pooling-of-interests method of
accounting for business combinations with limited exceptions for combinations
initiated prior to July 1, 2001. In addition, it further clarifies the criteria
for recognition of intangible assets separately from goodwill. This statement is
effective for business combinations completed after June 30, 2001.

         SFAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Intangible assets with a determinable useful life will continue to
be amortized over their useful lives. SFAS No. 142 applies to goodwill and
intangible assets acquired after June 30, 2001. Goodwill and intangible assets
existing prior to July 1, 2001 will be affected when the Company adopts the
statement. SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. At September 30, 2001, the carrying value of goodwill and
indefinite-lived intangible assets that will no longer be amortized approximated
$1,657,104. Amortization of such assets was approximately $11,049 and $32,751
for the three and nine months ended September 30, 2001, respectively. The
Company has not yet completed its impairment assessment of goodwill and
indefinite-lived intangible assets which will be required upon implementation of
the standard.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144, which addresses
financial accounting and reporting for the impairment of long-lived assets and
for long-lived assets to be disposed of, supercedes SFAS No. 121 and is
effective for fiscal years beginning after December 15, 2001. While the Company
is currently evaluating the impact the adoption of SFAS No. 144 will have on its


                                       8
<PAGE>

financial position and results of operations, it does not expect such impact to
be material.

8.  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.



                                       9
<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 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 September 30, 2001, the Company owned
systems with broadband networks that passed in front of approximately 1,077,000
homes and served approximately 705,000 basic subscribers. In addition to
traditional analog cable television, the Company, or one of its affiliates,
offers a wide range of telecommunications services including digital cable
television, high speed data and Internet access, paging and telephony.




                                       10
<PAGE>



Results of Operations

    Three and Nine Months Ended September 30, 2000 and 2001

<TABLE>
<CAPTION>
        The following table is derived from the Company's condensed consolidated
statements of operations that are included in this Form 10-Q and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.

                                                                               Percentage of Revenues
                                                              ---------------------------------------------------------
                                                                  Three Months Ended           Nine Months Ended
                                                                     September 30,               September 30,
                                                              ---------------------------------------------------------
                                                                  2000           2001          2000          2001
                                                              ---------------------------------------------------------
<S>                                                                  <C>            <C>           <C>           <C>
              Revenues                                               100.0%         100.0%        100.0%        100.0%

              Expenses:
                   Direct operating and programming                   32.8%          34.9%         34.6%         35.3%
                   Selling, general and administrative                18.2%          12.5%         16.9%         14.6%
                   Depreciation and amortization                      31.3%          33.2%         31.4%         33.0%
                                                              ---------------------------------------------------------
              Operating income                                        17.7%          19.4%         17.1%         17.1%
                                                              =========================================================
</TABLE>


    Revenues

        Revenues increased 14.7% and 11.9% for the three and nine months ended
September 30, 2001, respectively, compared with the same periods of the prior
year. This increase was primarily attributable to the implementation of rate
increases in substantially all of the Company's systems in 2001, the growth of
digital cable television, 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 22.1% and 14.0% for the three and nine months
ended September 30, 2001, respectively, compared with the same periods of the
prior year. This increase was primarily attributable to digital cable
television, 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,
decreased 21.1% and 3.6% for the three and nine months ended September 30, 2001,
respectively, compared with the same periods of the prior year. This decrease
was primarily attributable to reductions of marketing campaigns and other costs.

    Depreciation and amortization

        Depreciation and amortization increased 21.7% and 17.7% for the three
and nine months ended September 30, 2001, respectively, compared with the same
periods 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.

                                       11
<PAGE>

    Interest expense

        Interest expense decreased 11.9% and 7.1% for the three and nine months
ended September 30, 2001, respectively, compared with the same periods 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 nine months ended September 30, 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 nine months ended September 30, 2000 and
2001, were $113,053 and $247,693, respectively. The increase in capital
expenditures for the nine months ended September 30, 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 that capital expenditures from October 1, 2001
through December 31, 2001 will be in a range of approximately $60,000 to
$80,000.

        At September 30, 2001, the Company's total outstanding debt aggregated
approximately $1,183,827, which included $335,440 of parent debt and
approximately $848,387 of subsidiary public, bank and other debt. As of
September 30, 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 8.8% at September 30, 2000, compared to approximately 5.8% at
September 30, 2001. At September 30, 2001, approximately 67.1% 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.




                                       12
<PAGE>



<TABLE>
<CAPTION>
        The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next four years and three months based
on amounts outstanding at September 30, 2001:

<S>                                                                     <C>
                  Three months ending December 31, 2001                 $      18,980
                  Year ending December 31, 2002                                46,344
                  Year ending December 31, 2003                                57,594
                  Year ending December 31, 2004                                61,981
                  Year ending December 31, 2005                               318,988
</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, advances from
affiliates 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 operations of the Company are 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.

        Cable television companies operate under franchises granted by local
authorities. Because such franchises are non-exclusive, the Company is subject
to competition with other cable operators and, in some cases, systems operated
by the municipal franchising authorities themselves. The Company is also subject


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<PAGE>

to competition from DBS and wireless service providers, which are not subject to
regulation on the local level, since they do not utilize the public rights of
way. These providers are also exempt from many of the federal regulations
applicable to the cable industry. This difference in regulatory schemes hinders
the Company's ability to compete on a level playing field.

        The Company is subject to rate regulation by certain franchising
authorities that have petitioned the FCC for certification to regulate the
Company's rates. Such rate regulation, however, is limited to the basic, or
lowest level, service tier.

        Federal regulations also limit the Company's discretion to select
certain programming services, by mandating the carriage of local broadcast
television stations, franchise-required public, educational and governmental
channels, and unaffiliated commercial leased access programming services. Such
mandatory carriage obligations could increase if the FCC decides to extend such
mandatory carriage rules to the digital level of service, which issue is
currently pending before the FCC. These mandatory carriage requirements limit
the capacity available to the Company for revenue-generating programming
services.

        Additionally, the FCC is currently considering a rulemaking to determine
the regulatory status of Internet service. Specifically, the FCC is reviewing
whether Internet service is a cable service and, therefore, subject to
regulation at the local level, or a telecommunications service and, therefore,
subject to regulation at the state level. The outcome of the decision could have
an impact on such factors as the rates the Company may charge for such service,
the extent to which the Company would have to make its Internet facilities
available to the franchising authorities and unaffiliated service providers, and
the rates the Company must pay utilities for pole attachments. For further
information regarding regulatory and competitive matters and their effect on the
Company, see the Company's most recent Annual Report on Form 10-K.
















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<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 ended September
              30, 2001.








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<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: November 14, 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: November 14, 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: November 14, 2001   By:    /s/ TIMOTHY J. RIGAS
                              --------------------------------------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer



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