SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

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

       For the fiscal year ended December 31, 1998

                                       OR

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

       For the transition period from _________to_________


                Commission file numbers: 333-9535 and 333-9535-01

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

         Delaware                                       84-1316775
         Delaware                                       84-1353734
(States or other jurisdiction              (IRS Employer Identification Numbers)
of incorporation or organization)

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

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

Securities registered pursuant to section 12(b) of the Act:  None.

Securities registered pursuant to section 12(g) of the Act:  None.

         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 [  ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of the  Registrants'  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Number of shares of common stock of  FrontierVision Capital Corporation
outstanding as of March 26, 1999: 100.

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

Documents Incorporated by Reference:  None.

<PAGE>


                                Explanatory Note:

The signature page to the Form 10-K filed on March 26, 1999, for  FrontierVision
Operating   Partners,   L.P.  and   FrontierVision   Capital   Corporation   was
inadvertently  omitted.  This  amended  Form  10-K/A  filing  contains  only the
signature page.

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934 (the "Exchange  Act"),  the Registrants have duly caused this report
to be signed on their behalf by the undersigned,  thereunto duly authorized,  on
March 26, 1999.


                   FRONTIERVISION OPERATING PARTNERS, L.P.
                   By:      FrontierVision Holdings, L.P., its general partner,
                            By:     FrontierVision Partners, L.P., its general 
                                    partner   
                            By:     FVP GP, L.P., its general partner
                            By:     FrontierVision Inc., its general partner
                            By:     JAMES C. VAUGHN
                                    ---------------
                                    James C. Vaughn
                                    President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the Registrants and
in the capacities and on the dates indicated.


FRONTIERVISION OPERATING PARTNERS, L.P.

Signature                  Title                              Date

/s/ JAMES C. VAUGHN        President and Chief                 March 26, 1999
-------------------        Executive Officer
James C. Vaughn            (Principal Executive Officer)
                           


/s/ JOHN S. KOO            Executive Vice President and        March 26, 1999
---------------            Chief Financial Officer (Principal
John S. Koo                Financial Officer)            
                                            


/s/ ALBERT D. FOSBENNER    Vice President and Treasurer        March 26, 1999
-----------------------   (Principal Accounting Officer)
Albert D. Fosbenner                         



FRONTIERVISION CAPITAL CORP.

/s/ JAMES C. VAUGHN        President and Chief                 March 26, 1999
-------------------        Executive Officer
James C. Vaughn            (Principal Executive Officer)
                           


/s/ JOHN S. KOO            Executive Vice President and        March 26, 1999
---------------            Chief Financial Officer (Principal
John S. Koo                Financial Officer)            
                                            


/s/ ALBERT D. FOSBENNER    Vice President and Treasurer        March 26, 1999
-----------------------   (Principal Accounting Officer)
Albert D. Fosbenner