EXHIBIT 10.5

               AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT BETWEEN
                     ADELPHIA COMMUNICATIONS CORPORATION AND
                            TIME WARNER NY CABLE LLC

      This Amendment, dated June 24, 2005 (this "Amendment"), amends the Asset
Purchase Agreement, between Adelphia Communications Corporation ("Seller") and
Time Warner NY Cable LLC ("Buyer"), dated as of April 20, 2005 (the "TW Purchase
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to them in the TW Purchase Agreement.

      WHEREAS, the parties hereto desire to amend the TW Purchase Agreement
pursuant to Section 9.2 thereof to clarify certain provisions contained therein.

      NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound, hereby agree as follows:

      1. Section 9.5 of the TW Purchase Agreement shall be amended by inserting
immediately following the phrase "cause each and every Debtor, including each
that is an Asset Transferring Subsidiary hereunder," the phrase, "but in each
case excluding any Debtor that is a Transferred Joint Venture Entity (as such
term is defined in the Friendco Purchase Agreement)", and adding at the end of
such Section the sentence, "Nothing in this Section 9.5 is intended to supersede
the provisions of paragraphs 4 and 5 of the Bankruptcy Court's order of April
21, 2005 entitled `Supplemental Order.'"

      2. Section 5.13(b) of the TW Purchase Agreement shall be amended by: (a)
deleting the phrase: "70 days" in the first sentence of such Section and
substituting for it the phrase: "80 days"; (b) deleting the word: "seventieth"
in each place it appears in the first sentence of such Section and substituting
for it, in each case, the word: "eightieth"; (c) deleting the phrase: "40 days"
in the second sentence of such Section and substituting for it the phrase: "50
days"; and (d) deleting the phrase: "20 days" in the third sentence of such
Section and substituting for it the phrase, "30 days".

      3. Section 5.13(c) of the TW Purchase Agreement shall be amended by
deleting the phrase: "70 days" in the first sentence of such Section and
substituting for it the phrase: "80 days".

      4. Section 5.13(d) of the TW Purchase Agreement shall be amended by: (a)
deleting the phrase: "70 days" in the second sentence of such Section and



substituting for it the phrase: "80 days" and (b) deleting the word:
"seventieth" in the second sentence of such Section and substituting for it the
word: "eightieth".

      Except as specifically amended by this Amendment, the TW Purchase
Agreement will remain in full force and effect and is hereby ratified and
confirmed. This Amendment shall be construed as one with the TW Purchase
Agreement, and the TW Purchase Agreement shall, where the context requires, be
read and construed so as to incorporate this Amendment.

      This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the same
Amendment.

      This Amendment shall be governed by and construed in accordance with the
TW Purchase Agreement.



      IN WITNESS WHEREOF, the parties have executed or caused this Amendment to
be executed as of the date first written above.

                                        ADELPHIA COMMUNICATIONS CORPORATION

                                        By: /s/ Brad Sonnenberg
                                            --------------------------------
                                            Name: Brad Sonnenberg
                                            Title: Executive Vice President,
                                                   General Counsel and Secretary

                                        TIME WARNER NY CABLE LLC

                                        By: /s/ Satish R. Adige
                                            --------------------------------
                                            Name: Satish R. Adige
                                            Title: Sr. V.P., Investments

Acknowledged and approved:

COMCAST CORPORATION

By: /s/ Robert S. Pick
    ------------------------------------
    Name: Robert S. Pick
    Title: Senior Vice President