10-K405

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

[X]Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
   1934

  For the fiscal year ended December 31, 1999

[_]Transition report pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 for the transition period from                to


                       Commission File Number: 333-19327

                         OLYMPUS COMMUNICATIONS, L.P.
            (Exact name of registrant as specified in its charter)

                                               
                 Delaware                                    25-1622615
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification Number)

      


                          OLYMPUS CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)

                                               
                 Delaware                                    23-2868925
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification Number)

      

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

                                 814-274-9830
              (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has 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 registrant's 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]

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                          OLYMPUS COMMUNICATIONS, L.P.

                          OLYMPUS CAPITAL CORPORATION

                               TABLE OF CONTENTS

                                                                         
PART I

  ITEM 1. BUSINESS.........................................................   3

  ITEM 2. PROPERTIES.......................................................  20

  ITEM 3. LEGAL PROCEEDINGS................................................  20

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............  20

PART II

  ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS...........................................................  21

  ITEM 6. SELECTED FINANCIAL DATA..........................................  21

  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.............................................  22

  ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......  30

  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................  30

  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE..............................................  46

PART III

  ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..............  46

  ITEM 11. EXECUTIVE COMPENSATION..........................................  46

  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..  47

  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................  48

PART IV

  ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K.........................................................  49



                                       2


                                    PART I
ITEM 1. BUSINESS

 (Dollars in thousands)

                                 Introduction

  Olympus Communications, L.P. ("Olympus" and, collectively with its
subsidiaries, the "Company") is a limited partnership between ACP Holdings,
Inc. and ACC Holdings II, LLC, wholly-owned subsidiaries of Adelphia
Communications Corporation (together with its subsidiaries, "Adelphia"). Prior
to October 1, 1999, the Company was a joint venture limited partnership
between Adelphia and subsidiaries of FPL Group, Inc. (together with its
subsidiaries "FPL Group"). On that date, Olympus transferred all outstanding
common stock of its wholly-owned subsidiary, West Boca Security, Inc. ("WB
Security") to FPL Group in exchange for FPL Group's partnership interest in
Olympus. Olympus had assigned a $108,000 note receivable from a wholly-owned
subsidiary to WB Security prior to the transfer of common stock to FPL Group.
The only asset of WB Security was this note which constituted the
consideration paid for the redemption of the FPL Group partnership interests
in Olympus and accrued priority return due to FPL Group. 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. Adelphia is a leader in the telecommunications industry with
cable television and local telephone operations. As of December 31, 1999,
Adelphia owned and managed cable television systems (including Olympus) with
broadband networks that passed in front of 7,902,707 homes and served
5,124,594 basic subscribers.

  The Company operates one of the largest contiguous cable systems located in
some of the fastest growing markets in Florida. As of December 31, 1999, the
Company's cable system (the "System") passed in front of 974,861 homes and
served 651,308 basic subscribers. In addition to traditional analog cable
television, the Company offers a wide range of telecommunication services
including digital cable television, high speed data and Internet access,
electronic security monitoring, paging and telephony.

  The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Annual Report on Form 10-K, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, is forward-looking, such as
information relating to the effects 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, 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 or other variations thereon or comparable terminology
or by discussions of strategy that involve risks and uncertainties. These
risks and uncertainties include, but are not limited to, uncertainties
relating to economic conditions, acquisitions and divestitures, the
availability and cost of capital, government and regulatory policies, the
pricing and availability of equipment, materials, inventories and programming,
product acceptance, technological developments, and changes in the competitive
environment in which the Company operates. Persons reading this Annual Report
on Form 10-K are cautioned that forward-looking statements herein are only
predictions, that no assurance can be given that the future results will be
achieved, and that actual events or results may differ materially as a result
of the risks and uncertainties facing the Company.

                                   Business

 Video Services

  Cable television systems receive a variety of television, radio and data
signals transmitted to receiving sites ("headends") by way of off-air
antennas, microwave relay systems and satellite earth stations. Signals are
then

                                       3


modulated, amplified and distributed primarily through fiber optic and coaxial
cable to subscribers, who pay fees for the service. Cable television systems
are generally constructed and operated pursuant to non-exclusive franchises
awarded by state or local government authorities for specified periods of
time.

  Cable television systems typically offer subscribers a package of basic
video services consisting of local and distant television broadcast signals,
satellite-delivered non-broadcast channels (which offer programming such as
news, sports, family entertainment, music, weather, shopping, etc.) and
public, governmental and educational access channels.

  In addition, premium service channels, which provide movies, live and taped
concerts, sports events and other programming, are offered for an extra
monthly charge. At December 31, 1999 over 98% of subscribers of the System
were also offered pay-per-view programming, which allows the subscriber to
order special events or movies and to pay on a per event basis. Local,
regional and national advertising time is sold in the majority of the System,
with commercial advertisements inserted on certain satellite-delivered non-
broadcast channels.

  Digital video services are available to Olympus subscribers who lease or
purchase a digital converter. Digital TV is a computerized method of defining,
transmitting and storing information that makes up a television signal. Since
digital signals can be "compressed," Olympus can transmit up to 12 channels in
the space currently used to transmit just one analog channel. Digital TV
converters are available to approximately 92% of Olympus' customers.

  Olympus' digital TV subscribers may also receive "multichannel" premium
services, such as HBO 1, 2, 3 and 4 from East and West Coast satellite feeds,
enhanced Pay-Per-View options with eighteen movie channels, up to 40 channels
of CD-quality music from Music Choice and an interactive on-screen program
guide to help them navigate the digital choices.

 High Speed Data and Internet Access

  Power Link, the Company's high-speed data service, which includes
residential, institutional and business applications, constitutes an
alternative to the traditional slower speed data offerings available through
Internet Service Providers ("ISPs"). Power Link offers customers speeds
comparable to those available through a T1 line, at costs that compare to a
typical ISP plus a second telephone line.

  The Company's deep fiber design allows the use of the expanded bandwidth
potential of digital compression technology for cable data and video services.
High speed cable data services are available at speeds far in excess of that
which is currently available via a 28.8 or 56.6 kilobit per second telephone
modem. In addition, using a high speed cable modem and special ethernet card
allows the user to bypass telephone lines, does not require the user to log
on, and allows for multiple sessions or connections to multiple services
simultaneously.

  The Company currently offers high speed Internet access through the use of
one way cable modems, which provides the high speeds of broadband on the data
downstream and utilizes a telephone line return path. One way cable modems
enable the Company to offer the high speed data service to the bulk of its
customers, while completing the system buildout of two way broadband plant.

  The Company also offers traditional dial up Internet access for those
customers who initially prefer this method of Internet access to the higher
speeds of our broadband network. This establishes the Company as a full
service Internet provider and creates a customer base that can be upgraded to
the high speed service in the future.

 Electronic Security Monitoring

  The Company provided electronic security monitoring services and equipment
to approximately 47,000 accounts in Florida as of December 31, 1999. The
Company markets its services to both residential and commercial customers. The
residential customers represent approximately 80% of its customers and the

                                       4


commercial market represents the remainder. The Company offers these customers
video-telemetry systems, intercom and sound systems and other low voltage
products.

  The Company's strategy for marketing electronic security monitoring services
and equipment is to leverage all of the distribution channels available
through the Company's existing market presence including customer service and
billing resources, cable channel advertising, marketing literature, and
relationships with developers, builders and homeowners' associations.

 Other Services

  The Company offers wireless messaging services to its subscribers through an
affiliate, Page Time, Inc., a wholly-owned subsidiary of Adelphia which
provides one-way messaging services to the Company via resale arrangements
with existing paging network operators. The Company had approximately 5,100
paging subscribers at December 31, 1999.

  The Company also provides long distance telephone service on a resale basis.
Services offered include state-to-state and in-state long distance, as well as
800 service, international calling, calling card services and debit card
services. The Company's sales effort is focused on the consumer market and
emphasizes the simplicity and savings of one low usage rate available 24 hours
a day, 7 days a week, with no monthly fee.

 Operating Strategy

  The Company's strategy is to construct and operate a broadband network
capable of offering a broad range of telecommunications services and providing
superior customer service while maximizing operating efficiencies. The Company
intends to continue as a cable television service provider as well as
providing bundled communications services combining cable television service
with high speed data and Internet access, electronic security monitoring,
paging and telephony in South Florida. The Company expects to achieve these
goals through strong internal growth and investment in and upgrade of its
networks.

  The Company's coverage areas encompass certain regions with attractive
demographics, including above average income levels and strong population
growth trends. Approximately 25% of the homes in the Company's market areas
are located in planned communities that typically provide attractive cross-
marketing opportunities. The Company had internal basic subscriber growth of
1.5% during the 12 months ended December 31, 1999, and expects that the
markets it operates in will continue to provide opportunities for steady
growth.

  The Company considers technological innovation to be an important component
of its service offerings and customer satisfaction. The Company intends to
continue the upgrade of its network infrastructure to add channel capacity,
increase digital transmission capabilities and further improve system
reliability. As a result, the Company believes it will have one of the most
advanced cable network infrastructures in the United States.

  Management believes the technical level of its system and the concentration
of its customer base contribute favorably to the Company's cash flow margin.

 Recent Development of the System

  On May 26, 1999, Adelphia announced that it had agreed to swap certain cable
systems with Comcast Corporation ("Comcast") and Jones Intercable, Inc.
("Jones") in a geographic rationalization of the companies' respective
markets. Comcast will receive Olympus' Ft. Myers, FL system in exchange for
certain assets of approximately equal value. The system swaps are subject to
customary closing conditions and regulatory approvals and are expected to
close by mid-2000.

  The Company has focused on acquiring and developing systems in markets that
have favorable historical growth trends. The Company believes that the strong
household growth trends in its System's market areas are key factors in
positioning itself for future growth in basic subscribers.

                                       5


  The following table indicates the growth of the Company's System by
summarizing the number of homes passed by cable and the number of basic
subscribers for each of the five years in the period ended December 31, 1999.
The table also indicates the numerical growth in subscribers attributable to
acquisitions and the numerical and percentage growth attributable to internal
growth. For the period January 1, 1995 through December 31, 1999, 64% of
aggregate internal basic subscriber growth for the Company's System was
derived from internal growth in homes passed, while the remaining 36% of such
aggregate growth was derived from penetration increases.



                                            Year Ended December 31,
                                    -------------------------------------------
                                     1995     1996     1997     1998     1999
                                    -------  -------  -------  -------  -------
                                                         
Homes passed (a)
Beginning of period................ 415,896  562,330  646,770  749,884  943,602
Internal growth (b)................   6,046   23,940   16,459   19,322   31,259
% Internal growth..................     1.5%     4.3%     2.5%     2.6%     3.3%
Acquired homes passed.............. 140,388   60,500   86,655  174,396        0
End of period...................... 562,330  646,770  749,884  943,602  974,861

Basic subscribers (c)
Beginning of period................ 251,933  343,332  412,260  497,972  641,575
Internal growth (b)................   6,352   13,733   16,187   14,781    9,733
% Internal growth..................     2.5%     4.0%     3.9%     3.0%     1.5%
Acquired subscribers...............  85,047   55,195   69,525  128,822        0
End of period...................... 343,332  412,260  497,972  641,575  651,308
Basic penetration (d)..............    61.1%    63.7%    66.4%    68.0%    66.8%

- --------
(a) A home is deemed to be "passed" by cable if it can be connected to the
    distribution system without any further extension of the cable
    distribution plant.
(b) The number of additional homes passed or additional basic subscribers not
    attributable to acquisitions of new cable systems.
(c) A home with one or more television sets connected to the System is counted
    as one basic subscriber.
(d) Basic subscribers as a percentage of homes passed by cable.

 Financial Information

  The financial data regarding the Company's revenues, results of operations
and identifiable assets for each of the Company's last three fiscal years is
set forth in, and incorporated herein by reference to, Item 8, Financial
Statements and Supplementary Data of this Form 10-K.

 Technological Developments

  The Company has made a substantial commitment to the technological
development of the System and has actively sought to upgrade the technical
capabilities of its cable plant in a cost efficient manner. System development
will allow the Company to increase the plant capacity, provide two-way
communication and other digital services and at the same time further increase
the reliability of the plant.

  The design of the current System upgrade, when completed, will deploy on
average one fiber optic node for every two System plant miles or approximately
one fiber node for every 180 homes passed compared to the industry norm of 500
to 1000 homes passed per fiber optic node. The upgraded system will be
completely addressable and provide two-way communication capability. The
additional bandwidth will enable the Company to offer additional video
programming services. The 200 Mhz of digital capacity can be allocated to the
new service offerings such as two-way data, telephony and video-on-demand. The
Company believes the combination of the 200 Mhz of digital capacity and the
relatively low homes passed per fiber node will provide adequate capacity and
flexibility to offer any and all of the existing and anticipated services into
the foreseeable future with minimal additional capital expenditures. The
upgrade is expected to be completed during 2001.

  The upgraded System, on average, will include only two active pieces of
equipment between the headend and the home. Limiting the number of active
pieces of equipment combined with the small number of homes per

                                       6


fiber node reduces the potential for mechanical failure and the number of
customers affected by such a failure, all of which provides increased
reliability to the customers.

 Subscriber Services and Rates

  The Company's revenues are derived principally from monthly subscription
fees for various services. Rates to subscribers vary in accordance with the
type of service selected. Although service offerings vary across franchise
areas because of differences in plant capabilities, each of the areas
typically offers services at monthly prices ranging as follows:



      Service                                                  Rate Range
      -------                                            -----------------------
                                                      
      Basic Cable Television............................ $ 6.00--43.00
      Premium Cable Television.......................... $ 9.00--14.00
      Digital Television................................ $10.00
      High Speed Internet Access........................ $35.00--50.00
      Dial-up Internet Access........................... $16.00
      Paging............................................ $ 7.00--35.00
      Electronic Security Monitoring.................... $20.00--25.00
      Long Distance..................................... $  .07-- .08 per minute


  An installation fee, which the Company may wholly or partially waive during
a promotional period, is usually charged to new subscribers. Subscribers are
free to terminate services at any time without charge, but often are charged a
fee for reconnection or change of service.

  The Cable Communications Policy Act of 1984 (the "1984 Cable Act," as
amended by the 1992 Cable Act), deregulated basic service rates for systems in
communities meeting the FCC's definition of effective competition. Pursuant to
the FCC's definition of effective competition adopted following enactment of
the 1984 Cable Act, substantially all of the Company's franchises were rate
deregulated. However, in June 1991, the FCC amended its effective competition
standard, which increased the number of cable systems that could be subject to
local rate regulation. The 1992 Cable Act contains a new definition of
effective competition under which nearly all cable systems in the United
States are subject to regulation of basic service rates. Additionally, the
legislation (i) eliminates the 5% annual basic rate increase allowed by the
1984 Cable Act without local approval; (ii) allows the FCC to adjudicate the
reasonableness of rates for non-basic service tiers, other than premium
services, for cable systems not subject to effective competition in response
to complaints filed by franchising authorities and/or cable subscribers; (iii)
prohibits cable systems from requiring subscribers to purchase service tiers
above basic service in order to purchase premium services if the system is
technically capable of doing so; (iv) allows the FCC to impose restrictions on
the retiering and rearrangement of cable services under certain circumstances;
and (v) permits the FCC and franchising authorities more latitude in
controlling rates and rejecting rate increase requests. The Telecommunications
Act of 1996 (the "1996 Act") ended FCC regulation on nonbasic tier rates on
March 31, 1999.

  For a discussion of FCC rate regulation and related developments, see
"Legislation and Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Regulatory and Competitive
Matters."

 Franchises

  The 1984 Cable Act provides that cable operators may not offer cable service
to a particular community without a franchise unless such operator was
lawfully providing service to the community on July 1, 1984 and the
franchising authority does not require a franchise. The System operates
pursuant to franchises or other authorizations issued by governmental
authorities, substantially all of which are nonexclusive. Such franchises or
authorizations awarded by a governmental authority generally are not
transferable without the consent of the authority. As of December 31, 1999,
the Company held 157 franchises. Most of these franchises can be

                                       7


terminated prior to their stated expiration by the relevant governmental
authority, after due process, for breach of material provisions of the
franchise.

  Under the terms of most of the Company's franchises, a franchise fee
(generally ranging up to 5% of the gross revenues of the cable system) is
payable to the governmental authority. For the past three years, franchise fee
expense incurred by the Company has averaged approximately 4.1% of gross
system revenues.

  The franchises issued by the governmental authorities are subject to
periodic renewal. In renewal hearings, the authorities generally consider,
among other things, whether the franchise holder has provided adequate service
and complied with the franchise terms. In connection with a renewal, the
authority may impose different and more stringent terms, the impact of which
cannot be predicted. To date, all of the Company's material franchises have
been renewed or extended, at or effective upon their stated expiration,
generally on modified terms. Such modified terms have not been materially
adverse to the Company.

  The Company believes that all of its material franchises are in good
standing. From time to time, the Company notifies the franchising authorities
of the Company's intent to seek renewal of the franchise in accordance with
the procedures set forth in the 1984 Cable Act. The 1984 Cable Act process
requires that the governmental authority consider the franchise holder's
renewal proposal on its own merits in light of the franchise holder's past
performance and the community's needs and interests, without regard to the
presence of competing applications. See "Legislation and Regulation." The 1992
Cable Act alters the administrative process by which operators utilize their
1984 Cable Act franchise renewal rights. Such changes could make it easier in
some instances for a franchising authority to deny renewal of a franchise.

 Competition

  Although the Company and the cable television industry have historically
faced modest competition, the competitive landscape is changing and
competition has increased. The Company believes that the increase in
competition within its communities will continue to occur over the next
several years.

  At the present time, cable television systems compete with other
communications and entertainment media, including off-air television broadcast
signals which a viewer is able to receive directly using the viewer's own
television set and antenna. The extent to which a cable system competes with
over-the-air broadcasting depends upon the quality and quantity of the
broadcast signals available by direct antenna reception compared to the
quality and quantity of such signals and alternative services offered by a
cable system. In many areas, television signals, which constitute a
substantial part of basic service, can be received by viewers who use their
own antennas. Local television reception for residents of apartment buildings
or other multi-unit dwelling complexes may be aided by use of private master
antenna services. Cable systems also face competition from alternative methods
of distributing and receiving television signals and from other sources of
entertainment such as live sporting events, movie theaters and home video
products, including videotape recorders and cassette players. In recent years,
the FCC has adopted policies providing for authorization of new technologies
and more favorable operating environment for certain existing technologies
that provide, or may provide, substantial additional competition for cable
television systems. The extent to which cable television service is
competitive depends in significant part upon the cable television system's
ability to provide an even greater variety of programming than that available
off-air or through competitive alternative delivery sources. In addition,
certain provisions of the 1992 Cable Act and the 1996 Act are expected to
increase competition significantly in the cable industry. See "Legislation and
Regulation."

  The 1992 Cable Act prohibits the award of exclusive franchises, prohibits
franchising authorities from unreasonably refusing to award additional
franchises and permits them to operate cable systems themselves without
franchises.

  Individuals presently have the option to purchase earth stations, which
allow the direct reception of satellite-delivered program services formerly
available only to cable television subscribers. Most satellite-distributed

                                       8


program signals are being electronically scrambled to permit reception only
with authorized decoding equipment, generally at a cost to the viewer. From
time to time, legislation has been introduced in Congress which, if enacted
into law, would prohibit the scrambling of certain satellite-distributed
programs or would make satellite services available to private earth stations
on terms comparable to those offered to cable systems. Broadcast television
signals are being made available to owners of earth stations under the
Satellite Home View Copyright Act of 1988, which became effective January 1,
1989 for a six-year period. This Act establishes a statutory compulsory
license for certain transmissions made by satellite owners to home satellite
dishes for which carriers are required to pay a royalty fee to the Copyright
Office. This Act was formally extended through December 31, 1999 and
deliberations relative to further extension of this Act are ongoing. The 1992
Cable Act enhances the right of cable competitors to purchase nonbroadcast
satellite-delivered programming. See "Legislation and Regulation--Federal
Regulation."

  Video programming is now being delivered to individuals by high-powered
direct broadcast satellites ("DBS") utilizing video compression technology.
This technology has the capability of providing more than 100 channels of
programming over a single high-powered DBS satellite with significantly higher
capacity available if multiple satellites are placed in the same orbital
position. Video compression technology may also be used by cable operators in
the future to similarly increase their channel capacity. DBS service can be
received virtually anywhere in the United States through the installation of a
small rooftop or side-mounted antenna, and it is more accessible than cable
television service where a cable plant has not been constructed or where it is
not cost effective to construct cable television facilities. DBS is being
heavily marketed on a nationwide basis by competing service providers.
Congress passed the Satellite Home Viewer Act in late 1999. The law allows DBS
providers to begin offering local broadcast channels. DBS companies have since
added a limited number of local channels in some regions, a trend that will
continue, thus lessening the distinction between cable television and DBS
service.

  Cable communications systems also compete with wireless program distribution
services such as multichannel, multipoint distribution service ("MMDS"),
commonly called wireless cable systems, which use low-power microwave
frequencies to transmit video programming over-the-air to subscribers. There
are MMDS operators who are authorized to provide or are providing broadcast
and satellite programming to subscribers in areas served by the Company's
System. MMDS systems are less capital intensive, are not required to obtain
local franchises or to pay franchise fees and are subject to fewer regulatory
requirements than cable television systems. MMDS systems' ability to compete
with cable television systems has previously been limited by channel capacity,
the inability to obtain programming and regulatory delays. Recently, however,
MMDS systems have developed digital compression technology, which provides for
more channel capacity and better signal delivery. Although relatively few MMDS
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. A series of
actions taken by the FCC, including reallocating certain frequencies to
wireless services, are intended to facilitate the development of wireless
cable television spectrum that will be used by wireless operators to provide
additional channels of programming over longer distances. Several Regional
Bell Operating Companies acquired interests in major MMDS companies. The
Company is unable to predict whether wireless video services will have a
material impact on its operations.

  Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
residential developments. The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners'
associations which preclude franchised cable television operators from serving
residents of such private complexes. However, the 1984 Cable Act gives
franchised cable operators the right to use existing compatible easements
within their franchise areas upon nondiscriminatory terms and conditions.
Accordingly, where there are preexisting compatible easements, cable operators
may not be unfairly denied access or discriminated against with respect to the
terms and conditions of access to those easements. There have been conflicting
judicial decisions interpreting the scope of the access right granted by the
1984 Cable Act, particularly with respect to easements located entirely on
private property. Further, while a franchised cable television system
typically is obligated to extend service to all areas of a community
regardless of population

                                       9


density or economic risk, a SMATV system may confine its operation to small
areas that are easy to serve and more likely to be profitable. Under the 1996
Act, SMATV systems can interconnect non-commonly owned buildings without
having to comply with local, state and federal regulatory requirements that
are imposed upon cable systems providing similar services, as long as they do
not use public rights-of-way. The U.S. Copyright Office has concluded that
SMATV systems are "cable systems" for purposes of qualifying for the
compulsory copyright license established for cable systems by federal law.

  The FCC has authorized an interactive television service, which permits non-
video transmission of information between an individual's home and
entertainment and information service providers. This service provides an
alternative means for DBS systems and other video programming distributors,
including television stations, to initiate the interactive television
services. This service may also be used by the cable television industry.

  The FCC also has initiated a new rulemaking proceeding looking toward the
allocation of frequencies in the 28 Ghz range for a new multi-channel wireless
video service that could make 98 video channels available in a single market.
The Company cannot predict at this time whether competitors will emerge
utilizing such frequencies or whether such competition would have a material
impact on the operations of cable television systems.

  The FCC has recently allocated a sizable amount of spectrum in the 31 Ghz
band for use by a new wireless service, Local Multipoint Distribution Service
("LMDS"), which among other uses, can deliver over 100 channels of digital
programming directly to consumers' homes. The FCC auctioned this spectrum to
the public during 1998, with cable operators and local telephone companies
restricted in their participation in this auction. The extent to which the
winning licenses in this service will use this spectrum in particular regions
of the country to deliver multichannel video programming to subscribers, and
therefore provide competition for franchised cable systems, is at this time
uncertain.

  The 1996 Act eliminates the restriction against ownership and operation of
cable systems by local telephone companies within their local exchange service
areas. Telephone companies are now free to enter the retail video distribution
business through any means, such as DBS, MMDS, SMATV or as traditional
franchised cable system operators. Alternatively, the 1996 Act authorizes
local telephone companies to operate "open video systems" without obtaining a
local cable franchise, although telephone companies operating such systems can
be required to make payments to local governmental bodies in lieu of cable
franchise fees. Up to two-thirds of the channel capacity of an "open video
system" must be available to programmers unaffiliated with the local telephone
company. The open video system concept replaces the FCC's video dialtone
rules. The 1996 Act also includes numerous provisions designed to make it
easier for cable operators and others to compete directly with local exchange
telephone carriers. With certain limited exceptions, neither a local exchange
carrier nor a cable operator can acquire more than 10% of the other entity
operating within its own service area.

  Advances in communications technology, as well as changes in the marketplace
and the regulatory and legislative environment, are constantly occurring.
Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable industry. The ability of cable systems to
compete with present, emerging and future distribution media will depend to a
great extent on obtaining attractive programming. The availability and
exclusive use of a sufficient amount of quality programming may in turn be
affected by developments in regulation or copyright law. See "Legislation and
Regulation."

  The cable television industry competes with radio, television and print
media for advertising revenues. As the cable television industry continues to
develop programming designed specifically for distribution by cable,
advertising revenues may increase. Premium programming provided by cable
systems is subject to the same competitive factors that exist for other
programming discussed above. The continued profitability of premium services
may depend largely upon the continued availability of attractive programming
at competitive prices.


                                      10


  Telecommunications services which the Company intends to offer in Florida
will compete with services offered by Bell South Corporation and by other
current and potential market entrants, including other Competitive Local
Exchange Carriers ("CLECs"), AT&T, MCI WorldCom, Sprint and other
interexchange or Long Distance Carriers ("IXCs"), cable television companies,
microwave carriers, wireless telecommunications providers and private networks
built by large end users. A number of potential markets are already served by
one or more CLECs. In addition, the major IXCs are expected to offer local
telecommunications services in various markets. MCI WorldCom has announced
that it will invest more than $2,000,000 in fiber optic rings and local
switching equipment in major metropolitan markets throughout the United
States, and AT&T has filed applications with state regulatory authorities for
authority to provide local telecommunications services in all 50 states.

 Employees

  At December 31, 1999, there were 1,053 full-time employees of the Company,
none of which were covered by collective bargaining agreements. The Company
considers its relations with its employees to be good.

                          Legislation and Regulation

  The cable television industry is regulated by the FCC, some state
governments and most local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by Congress and
various federal agencies may materially affect the cable television industry.
The following is a summary of federal laws and regulations affecting the
growth and operation of the cable television industry and a description of
certain state and local laws.

Cable Television/Federal Laws and Regulations

 Cable Communications Policy Act of 1984

  The 1984 Cable Act became effective on December 29, 1984. This federal
statute, which amended the Communications Act of 1934 (the "Communications
Act"), created uniform national standards and guidelines for the regulation of
cable television systems. Violations by a cable television system operator of
provisions of the Communications Act, as well as of FCC regulations, can
subject the operator to substantial monetary penalties and other sanctions.
Among other things, the 1984 Cable Act affirmed the right of franchising
authorities (state or local, depending on the practice in individual states)
to award one or more franchises within their jurisdictions. It also prohibited
non-grandfathered cable television systems from operating without a franchise
in such jurisdictions. In connection with new franchises, the 1984 Cable Act
provides that in granting or renewing franchises, franchising authorities may
establish requirements for cable-related facilities and equipment, but may not
establish or enforce requirements for video programming or information
services other than in broad categories.

 Cable Television Consumer Protection and Competition Act of 1992

  On October 5, 1992, Congress enacted the 1992 Cable Act. This legislation
effected significant changes to the legislative and regulatory environment in
which the cable industry operates. It amended the 1984 Cable Act in many
respects. The 1992 Cable Act became effective on December 4, 1992, although
certain provisions, most notably those dealing with rate regulation and
retransmission consent, became effective at later dates. The legislation also
required the FCC to initiate a number of rulemaking proceedings to implement
various provisions of the statute. The 1992 Cable Act allows for a greater
degree of regulation on the cable industry with respect to, among other
things: (i) cable system rates for both basic and certain nonbasic services;
(ii) programming access and exclusivity arrangements; (iii) access to cable
channels by unaffiliated programming services; (iv) leased access terms and
conditions; (v) horizontal and vertical ownership of cable systems; (vi)
customer service requirements; (vii) franchise renewals; (viii) television
broadcast signal carriage and retransmission consent; (ix) technical
standards; (x) subscriber privacy; (xi) consumer protection issues; (xii)
cable equipment compatibility;

                                      11


(xiii) obscene or indecent programming; and (xiv) requiring subscribers to
subscribe to tiers of service other than basic service as a condition of
purchasing premium services. Additionally, the legislation encourages
competition with existing cable systems by: allowing municipalities to own and
operate their own cable systems without having to obtain a franchise;
preventing franchising authorities from granting exclusive franchises or
unreasonably refusing to award additional franchises covering an existing
cable system's service area; and prohibiting the common ownership of cable
systems and co-located MMDS or SMATV systems. The 1992 Cable Act also
precludes video programmers affiliated with cable television companies from
favoring cable operators over competitors and requires such programmers to
sell their programming to other multichannel video distributors. This
provision may limit the ability of cable program suppliers to offer exclusive
programming arrangements to cable television companies. A number of provisions
in the 1992 Cable Act relating to, among other things, rate regulation, have
had a negative impact on the cable industry and the Company's business.

 Telecommunications Act of 1996

  The 1996 Act significantly revised the federal regulatory structure. As it
pertains to cable television, the 1996 Act, among other things, (i) eliminates
the regulation of certain nonbasic programming services in 1999; (ii) expands
the definition of effective competition, the existence of which displaces rate
regulation; (iii) eliminates the restriction against the ownership and
operation of cable systems by telephone companies within their local exchange
service areas; and (iv) liberalizes certain of the FCC's cross-ownership
restrictions. The FCC has been conducting a number of rulemaking proceedings
in order to implement many of the provisions of the 1996 Act.

FCC Regulation

  The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations covering such areas as the
registration of cable systems, cross-ownership between cable systems and other
communications businesses, carriage of television broadcast programming,
consumer education and lockbox enforcement, origination cablecasting and
sponsorship identification, children's programming, the regulation of basic
cable service rates in areas where cable systems are not subject to effective
competition, signal leakage and frequency use, technical performance,
maintenance of various records, equal employment opportunity, and antenna
structure notification, marking and lighting. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations. Furthermore, the 1992 Cable Act required the FCC to adopt
implementing regulations covering, among other things, cable rates, signal
carriage, consumer protection and customer service, leased access, indecent
programming, programmer access to cable television systems, programming
agreements, technical standards, consumer electronics equipment compatibility,
ownership of home wiring, program exclusivity, equal employment opportunity,
and various aspects of direct broadcast satellite system ownership and
operation. The 1996 Act requires certain changes to various provisions of
these regulations. A brief summary of the most material federal regulations as
adopted to date follows.

 Rate Regulation

  The 1984 Cable Act codified existing FCC preemption of rate regulation for
premium channels and optional nonbasic program tiers. The 1984 Cable Act also
deregulated basic cable rates for cable television systems determined by the
FCC to be subject to effective competition. The 1992 Cable Act substantially
changed the statutory and FCC rate regulation standards. The 1992 Cable Act
replaced the FCC's old standard for determining effective competition, under
which most cable systems were not subject to local rate regulation, with a
statutory provision that has resulted in nearly all cable television systems
becoming subject to local rate regulation of basic service. The 1996 Act
expands the definition of effective competition to cover situations where a
local telephone company or its affiliate, or any multichannel video provider
using telephone company facilities, offers comparable video service by any
means except DBS. Satisfaction of this test deregulates both basic and
nonbasic tiers. The 1996 Act ended FCC regulation of nonbasic tier rates on
March 31, 1999.

                                      12


  The FCC's regulations set standards for the regulation of basic and nonbasic
cable service rates (other than per-channel or per-program services). The
FCC's original rules became effective on September 1, 1993. The rules have
been amended several times. The rate regulations adopt a benchmark price cap
system for measuring the reasonableness of existing basic and nonbasic service
rates, and a formula for evaluating future rate increases. Alternatively,
cable operators have the opportunity to make cost-of-service showings that, in
some cases, may justify rates above the applicable benchmarks. The rules also
require that charges for cable-related equipment (e.g., converter boxes and
remote control devices) and installation services be unbundled from the
provision of cable service and based upon actual costs plus a reasonable
profit. Local franchising authorities and/or the FCC are empowered to order a
reduction of existing rates that exceed the benchmark level for either basic
and/or non-basic cable services and associated equipment, and refunds could be
required. The retroactive refund period for basic cable service rates is
limited to one year. In general, the reductions for basic and nonbasic cable
service rates require an aggregate reduction of up to 17 percent, adjusted
forward for inflation and certain other factors, from the rates in force as of
September 30, 1992. The regulations also provide that future rate increases
may not exceed an inflation-indexed amount, plus increases in certain costs
beyond the cable operator's control, such as taxes, franchise fees and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes programming
channels or completes a significant system rebuild or upgrade. A significant
number of franchising authorities have become certified by the FCC to regulate
the rates charged by the Company for basic cable service and for associated
equipment. Complaints have also been filed with the FCC seeking review of the
rates charged for nonbasic cable service. The Company's ability to implement
rate increases consistent with its past practices will likely be limited by
the regulations that the FCC has adopted.

 Carriage of Broadcast Television Signals

  The 1992 Cable Act contains new mandatory carriage requirements. These new
rules allow commercial television broadcast stations which are "local" to a
cable system (i.e., the system is located in the station's Area of Dominant
Influence), to elect every three years whether to require the cable system to
carry the station, subject to certain exceptions, or whether the cable system
will have to negotiate for "retransmission consent" to carry the station.
Local, noncommercial television stations are also given mandatory carriage
rights, subject to certain exceptions, within the larger of (i) a 50 mile
radius from the station's city of license or (ii) the station's Grade B
contour (a measure of signal strength). Unlike commercial stations,
noncommercial stations are not given the option to negotiate retransmission
consent for the carriage of their signal. In addition, cable systems will have
to obtain retransmission consent for the carriage of all "distant" commercial
broadcast stations, except for certain "superstations" (i.e., commercial
satellite-delivered independent stations such as WTBS). The statutory must-
carry provisions for noncommercial stations became effective on December 4,
1992. Must-carry rules for both commercial and noncommercial stations and
retransmission consent rules for commercial stations were adopted by the FCC
on March 11, 1993. The most recent election between must-carry and
retransmission consent for local commercial television broadcast stations was
on October 1, 1999. The next election between must-carry and retransmission
consent for local commercial television broadcast stations will be October 1,
2002.

 Channel Set-Asides

  The 1984 Cable Act permits local franchising authorities to require cable
operators to set aside certain channels for public, educational and
governmental access programming. The Company believes that none of the
System's franchises contain unusually onerous access requirements. The 1984
Cable Act further requires cable systems with thirty-six or more activated
channels to designate a portion of their channel capacity for commercial
leased access by unaffiliated third parties. The 1992 Cable Act requires
leased access rates to be set according to a formula determined by the FCC.
The FCC revised the existing rate formula in a way that would significantly
lower the rates cable operators could charge. It is possible that such leased
access will result in competition to services offered by the Company on the
other channels of its cable systems.


                                      13


 Competing Franchises

  Because of inconsistent court rulings, it is not possible at the present
time to predict the constitutionally permissible bounds of cable franchising
and particular franchise requirements. However, the 1992 Cable Act, among
other things, prohibits franchising authorities from unreasonably refusing to
grant franchises to competing cable systems and permits franchising
authorities to operate their own cable systems without franchises.

 Cross-Ownership

  The 1996 Act repealed the restrictions on local exchange telephone companies
("LECs") from providing video programming directly to customers within their
local exchange telephone service areas, except in rural areas or by specific
waiver of FCC rules. The 1996 Act also authorized LECs to operate "open video
systems" without obtaining a local cable franchise, although LECs operating
such systems can be required to make payments to local governmental bodies in
lieu of cable franchise fees. Where demand exceeds channel capacity, up to
two-thirds of the channels on an "open video system" must be available to
programmers unaffiliated with the LEC.

  The 1996 Act eliminated the FCC rule prohibiting common ownership between a
cable system and a national broadcast television network. The 1996 Act also
eliminated the statutory ban covering certain common ownership interests,
operation or control between a television station and cable system within the
station's Grade B signal coverage area. However, the parallel FCC rules
against cable/television station cross-ownership remains in place, subject to
review by the FCC within two years. Finally, the 1992 Cable Act prohibits
common ownership, control or interest in cable television systems and MMDS
facilities or SMATV systems having overlapping service areas, except in
limited circumstances. The 1996 Act exempts cable systems facing "effective
competition" from the MMDS and SMATV cross-ownership restrictions.

  Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number of
cable systems that a single cable operator can own. In general, no cable
operator can have an attributable interest in cable systems that pass more
than 30% of all homes nationwide. Attributable interests for these purposes
include voting interests of 5% or more (unless there is another single holder
of more than 50% of the voting stock), officerships, directorships and general
partnership interests. The FCC has stayed the effectiveness of these rules
pending the outcome of the appeal from the U.S. District Court decision
holding the multiple ownership limit provision of the 1992 Cable Act
unconstitutional.

  The FCC has also adopted rules that limit the number of channels on a cable
system that can be occupied by programming in which the cable system's owner
has an attributable interest. The limit is 40% of all activated channels.

 Franchise Transfers

  The 1992 Cable Act requires franchising authorities to act on any franchise
transfer request submitted after December 4, 1992 within 120 days after
receipt of all information required by FCC regulations and by the franchising
authority. Approval is deemed to be granted if the franchising authority fails
to act within such period.

 Technical Requirements

  Historically, the FCC has imposed technical standards applicable to the
cable channels on which broadcast stations are carried, and has prohibited
franchising authorities from adopting standards which were in conflict with or
more restrictive than those established by the FCC. The FCC has recently
revised such standards and made them applicable to all classes of channels
that carry downstream NTSC video programming. Local franchising authorities
are permitted to enforce the FCC's new technical standards. The FCC also has
adopted additional standards applicable to cable television systems using
frequencies in the 108-137 Mhz and 225-400

                                      14


Mhz bands in order to prevent harmful interference with aeronautical
navigation and safety radio services, and has also established limits on cable
system signal leakage. Periodic testing by cable operators for compliance with
these technical standards and signal leakage limits is required. The Company
believes that the System is in compliance with these standards in all material
respects. The 1992 Cable Act requires the FCC to update periodically its
technical standards to take into account changes in technology. The FCC has
adopted regulations to implement the requirements of the 1992 Cable Act
designed to improve the compatibility of cable systems and consumer
electronics equipment.

 Pole Attachments

  The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles, unless under the Federal Pole
Attachments Act state public service commissions are able to demonstrate that
they regulate rates, terms and conditions of the cable television pole
attachments. A number of states (including Massachusetts, Michigan, New
Jersey, New York, Ohio and Vermont) and the District of Columbia have
certified to the FCC that they regulate the rates, terms and conditions for
pole attachments. In the absence of state regulation, the FCC administers such
pole attachment rates through use of a formula, which it has devised and from
time to time revises. The 1996 Act directs the FCC to adopt a new rate formula
for any attaching party, including cable systems, which offers
telecommunications services. This new formula will result in significantly
higher attachment rates for cable systems that choose to offer such services.

 Other Matters

  FCC regulation also includes matters regarding a cable system's carriage of
local sports programming; restrictions on origination and cablecasting by
cable system operators; application of the fairness doctrine and rules
governing political broadcasts; customer service; home wiring; and limitations
on advertising contained in nonbroadcast children's programming.

 Copyright

  Cable television systems are subject to federal copyright licensing covering
carriage of broadcast signals. In exchange for making semi-annual payments to
a federal copyright royalty pool and meeting certain other obligations, cable
operators obtain a statutory license to retransmit broadcast signals. The
amount of this royalty payment varies, depending on the amount of system
revenues from certain sources, the number of distant signals carried, and the
location of the cable system with respect to over-the-air television stations.

  Various bills have been introduced into Congress over the past several years
that would eliminate or modify the cable television compulsory license. The
FCC has recommended to Congress that it repeal the cable industry's compulsory
copyright license. The FCC determined that the statutory compulsory copyright
license for local and distant broadcast signals no longer serves the public
interest and that private negotiations between the applicable parties would
better serve the public. Without the compulsory license, cable operators might
need to negotiate rights from the copyright owners for each program carried on
each broadcast station in the channel lineup. Such negotiated agreements could
increase the cost to cable operators of carrying broadcast signals. The 1992
Cable Act's retransmission consent provisions expressly provide that
retransmission consent agreements between television broadcast stations and
cable operators do not obviate the need for cable operators to obtain a
copyright license for the programming carried on each broadcaster's signal.

  Copyrighted music performed in programming supplied to cable television
systems by pay cable networks (such as HBO) and basic cable networks (such as
USA Network) has generally been licensed by the networks through private
agreements with the American Society of Composers and Publishers ("ASCAP") and
BMI, Inc. ("BMI"), the two major performing rights organizations in the United
States. As a result of extensive litigation, ASCAP and BMI are both now
required to offer "through to the viewer" licenses to the cable networks which
would cover the retransmission of the cable networks' programming by cable
systems to their subscribers.


                                      15


  Copyrighted music performed by cable systems themselves on local origination
channels, PEG channels and in locally inserted advertising and cross
promotional announcements must also be licensed. A blanket license was
obtained for periods through December 31, 1996 from BMI. A settlement with
ASCAP has been made for all periods through December 31, 1999. Cable industry
negotiations with both BMI and ASCAP are ongoing for periods subsequent to
these settlements.

Cable Television/State and Local Regulation

  Because a cable television system uses local streets and rights-of-way,
cable television systems are subject to state and local regulation, typically
imposed through the franchising process. State and/or local officials are
usually involved in franchise selection, system design and construction,
safety, service rates, consumer relations, billing practices and community
related programming and services.

  Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. Franchises generally are granted for fixed terms and
in many cases are terminable if the franchise operator fails to comply with
material provisions. The 1984 Cable Act established renewal procedures and
criteria designed to protect incumbent franchises against arbitrary denials of
renewal. While these formal procedures are not mandatory unless timely invoked
by either the cable operator or the franchising authority, they can provide
substantial protection to incumbent franchisees. Even after the formal renewal
procedures are invoked, franchising authorities and cable operators remain
free to negotiate a renewal outside the formal process. Nevertheless, renewal
is by no means assured, as the franchisee must meet certain statutory
standards. Even if a franchise is renewed, a franchising authority may impose
new and more onerous requirements such as upgrading facilities and equipment,
although the municipality must take into account the cost of meeting such
requirements. The 1992 Cable Act makes several changes to the process under
which a cable operator seeks to enforce its renewal rights which could make it
easier in some cases for a franchising authority to deny renewal.

  Franchises usually call for the payment of fees, often based on a percentage
of the system's gross subscriber revenues, to the granting authority. Although
franchising authorities may impose franchise fees under the 1984 Cable Act,
such payments cannot exceed 5% of a cable system's annual gross revenues. In
those communities in which franchise fees are required, the Company currently
pays franchise fees ranging up to 5% of gross revenues. Franchising
authorities are also empowered in awarding new franchises or renewing existing
franchises to require cable operators to provide cable-related facilities and
equipment and to enforce compliance with voluntary commitments. In the case of
franchises in effect prior to the effective date of the 1984 Cable Act,
franchising authorities may enforce requirements contained in the franchise
relating to facilities, equipment and services, whether or not cable-related.
The 1984 Cable Act, under certain limited circumstances, permits a cable
operator to obtain modifications or franchise obligations.

  Upon receipt of a franchise, the cable system owner usually is subject to a
broad range of obligations to the issuing authority directly affecting the
business of the system. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or
burdensome. The 1984 Cable Act places certain limitations on a franchising
authority's ability to control the operation of a cable system operator and
the courts have from time to time reviewed the constitutionality of several
general franchise requirements, including franchise fees and access channel
requirements, often with inconsistent results. On the other hand, the 1992
Cable Act prohibits exclusive franchises, and allows franchising authorities
to exercise greater control over the operation of franchised cable systems,
especially in the area of customer service and rate regulation. The 1992 Cable
Act also allows franchising authorities to operate their own multichannel
video distribution system without having to obtain a franchise and permits
states or local franchising authorities to adopt certain restrictions on the
ownership of cable systems. Moreover, franchising authorities are immunized
from monetary damage awards arising from regulation of cable systems or
decisions made on franchise grants, renewals, transfers and amendments.


                                      16


  The specific terms and conditions of a franchise and the laws and
regulations under which it was granted directly affect the profitability of
the cable television system. Cable franchises generally contain provisions
governing charges for basic cable television services, fees to be paid to the
franchising authority, length of the franchise term, renewal, sale or transfer
of the franchise, territory of the franchise, design and technical performance
of the system, use and occupancy of public streets and number and types of
cable services provided. The 1996 Act prohibits a franchising authority from
either requiring or limiting a cable operator's provision of
telecommunications services.

  Various proposals have been introduced at the state and local levels with
regard to the regulation of cable television systems, and a number of states
have adopted legislation subjecting cable television systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility. Attempts in
other states to regulate cable television systems are continuing and can be
expected to increase. Such proposals and legislation may be preempted by
federal statute and/or FCC regulation. To date, Florida has not enacted such
state level regulation. However, the Company cannot predict whether Florida
will engage in such regulation in the future.

  The foregoing does not purport to describe all present and proposed federal,
state and local regulations and legislation relating to the cable television
industry. Other existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements currently are the
subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could change, in varying
degrees, the manner in which cable television systems operate. Neither the
outcome of these proceedings nor their impact upon the cable television
industry or the System can be predicted at this time.

Telephony and Telecommunications/Federal Laws and Regulations

  The 1996 Act also alters federal, state and local laws and regulations
regarding telecommunications providers and services, including the Company,
and creates a favorable environment in which the Company may provide telephone
and other telecommunications services and facilities. The following is a
summary of the key provisions of the 1996 Act that could materially affect the
telecommunications business of the Company.

  The 1996 Act was intended to promote the provision of competitive telephone
services and facilities by cable television companies and others. The 1996 Act
declares that no state or local laws or regulations may prohibit or have the
effect of prohibiting the ability of any entity to provide any interstate or
intrastate telecommunications service. States are authorized to impose
"competitively neutral" requirements regarding universal service, public
safety and welfare, service quality, and consumer protection. The 1996 Act
further provides that cable operators and affiliates providing
telecommunications services are not required to obtain a separate franchise
from local franchising authorities ("LFAs") for such services. An LFA may not
order a cable operator or affiliate to discontinue providing
telecommunications services or discontinue operating its cable system on the
basis that it has failed to obtain a separate franchise or renewal for the
provision of telecommunications services. The 1996 Act prohibits LFAs from
requiring cable operators to provide telecommunications service or facilities
as a condition of the grant of a franchise, franchise renewal, or franchise
transfer, except that LFAs may seek "institutional networks" as part of such
franchise negotiations.

  The 1996 Act provides that, when cable operators provide telecommunications
services, LFAs may require reasonable, competitively neutral compensation for
management of the public rights-of-way. The LFA must publicly disclose such
compensation requirements.

  The Company believes that it qualifies as a connecting carrier under federal
law and therefore does not need FCC certification to provide intrastate
service. In the event that it is determined that the Company must seek FCC
certification, the Company believes that such certification will be granted by
the FCC in a timely manner. The Company may be required to file certain
tariffs and reports with the FCC.


                                      17


Interconnection and Other Telecommunications Carrier Obligations

  To facilitate the entry of new telecommunications providers (including cable
operators), the 1996 Act imposes interconnection obligations on all
telecommunications carriers. All carriers must interconnect their networks
with other carriers and must not deploy network features and functions that
interfere with interoperability. LECs also have a set of separate identified
obligations beyond those that apply to new entrants: (i) good faith
negotiation with those seeking interconnection, (ii) unbundling, equal access
and non-discrimination requirements, (iii) resale of services, including
"resale at wholesale rates," (iv) notice of changes in the network that would
affect interconnection and interoperability and (v) physical collocation
unless shown that practical technical reasons, or space limitations, make
physical collocation impractical.

  Under the 1996 Act, individual interconnection rates must be just and
reasonable, based on cost, and may include a reasonable profit. Traffic
termination charges shall be "mutual and reciprocal." The 1996 Act permits
carriers to agree on a "bill and keep" system, but does not require such a
system.

  The 1996 Act contemplates that interconnection agreements will be negotiated
by the parties and submitted to a state public service commission ("SPSC") for
approval. A SPSC may become involved, at the request of either party, if
negotiations fail. If the state regulator refuses to act, the FCC may
determine the matter. If the SPSC acts, an aggrieved party's remedy is to file
a case in federal district court. The 1996 Act provides for a rural exemption
to interconnection requests, but also provides that the exception does not
apply where a cable operator makes an interconnection request of a rural LEC
within the operator's franchise area.

  The 1996 Act requires that all telecommunications providers (including cable
operators that provide telecommunications services) must contribute equitably
to a Universal Service Fund ("USF"), and the FCC may exempt an interstate
carrier or class of carriers if their contribution would be minimal under the
USF formula. The 1996 Act allows states to determine which intrastate
telecommunications providers contribute to the USF. The 1996 Act prohibits
geographic end user rate de-averaging to protect rural subscribers' rates.

FCC Interconnection Order

  The FCC recently released its First Report and Order to effectuate the
interconnection provisions of the 1996 Act. In general, the FCC's First Report
and Order appears favorable to the promotion of competition at the local
level. To summarize, the FCC first has asserted broad federal jurisdiction
over interconnection issues and the power to bind both state and local
governments. The FCC also has established procedures for the negotiation,
arbitration and resolution of interconnection agreements. It also has stated
that new entrants essentially always benefit from the terms of subsequent
interconnection agreements entered into by a given LEC with third parties and
cannot waive their "most favored nation" rights in this respect. The FCC also
has specified the manner in which actual physical interconnection must be made
available to new entrants and, in this connection, has specified the manner in
which rates charged to new entrants for physical interconnection must be
calculated. The FCC also has set forth the manner in which LECs must make
essential network elements available to new entrants for resale, again
including the manner in which actual rates are to be calculated.

  In July 1997, the United States Court of Appeals for the Eighth Circuit
vacated in part the FCC's local competition rules. That court concluded that
the FCC did not have the authority to establish rules to govern the pricing of
interconnection, network elements, and resale services provided by incumbent
local exchange carriers. In addition, it found certain other FCC rules to be
unlawful. On January 25, 1999, the Supreme Court issued an opinion in which it
reversed portions of the court of appeals decision. The Supreme Court held
that the FCC has authority under the Communications Act to establish rules,
including pricing rules, to implement the local competition provisions of the
Telecommunications Act of 1996, even with respect to intrastate services. The
Supreme Court did not address the merits of the FCC's 1996 pricing rules. In
addition, the Supreme Court affirmed several of the other rules which had been
promulgated by the FCC, but which had been found unlawful by the court of
appeals. These included a rule allowing requesting carriers to select
provisions from among different interconnection agreements approved by state
commissions (the so-called "pick-and-choose" rule) and

                                      18


a rule allowing requesting carriers to obtain from incumbent local exchange
carriers assembled combinations of unbundled network elements (sometimes
called unbundled network element platforms). The Supreme Court vacated a FCC
rule identifying specific network elements which incumbent local exchange
carriers must make available to requesting carriers on the basis that the FCC
had failed to consider 1) whether such network elements were necessary, and 2)
whether the failure to make network elements available would impair the
ability of requesting carriers to provide the services they seek to offer. The
FCC has indicated that it will conduct further proceedings to comply with the
Supreme Court's opinion regarding the availability of network elements.
Whether incumbent local exchange carriers will be required to make available
combined platforms of network elements will depend on how the FCC implements
the "necessary" and "impair" standards governing network element availability
in light of the Supreme Court opinion.

Internet Services/Federal Laws and Regulations

  Transmitting indecent material via the Internet was made criminal by the
1996 Act. However, on-line access providers are exempted from criminal
liability for simply providing interconnection service; they are also granted
an affirmative defense from criminal or other action where in "good faith"
they restrict access to indecent materials. These provisions have been
challenged in federal court. The 1996 Act further exempts on-line access
providers from civil liability for actions taken in good faith to restrict
access to obscene, excessively violent or otherwise objectionable material.

Forced Internet Access

  Cable operators have begun to offer high-speed Internet access to
subscribers. These services are in direct competition with a number of other
companies, many of which have substantial resources, such as existing Internet
Service Providers ("ISP") and local and long distance telephone companies.

  Recently, a number of ISP's have asked local franchising authorities and the
FCC to grant them rights of access to cable systems' broadband infrastructure
so that they can deliver their services directly to cable systems' customers.
Several local franchising authorities and state legislatures have been
examining the issue and a few local authorities have required cable operators
to provide such access. A U.S. District Court recently ruled that the City of
Portland, OR was authorized to require such access. This decision is on
appeal. Some cable companies have initiated their own litigation challenging
municipal forced access requirements. Congress and the FCC have thus far
declined to take action on the issue of ISP's access to broadband cable
facilities. If Olympus is subject to this forced access, it could prohibit the
Company from entering into or limiting existing agreements with ISP's which
could adversely impact anticipated revenues from high-speed Internet access
services. Franchise renewals and transfers could become more difficult
depending upon the outcome of this issue.

Telephony and Telecommunications/State Law and Regulation

  In 1995, the Florida Legislature amended Chapter 362 of Florida Statutes by
enacting "An Act Relating to Local Exchange Telecommunications Companies"
("Florida Act") (Chapter 362, Fl. Stat. (1995)). This new law substantially
altered Florida law regarding telecommunications providers and services, such
as Olympus. The following is a summary of the key provisions of the Florida
Act and associated Florida Public Service Commission ("PSC") actions that
could materially affect Olympus' telecommunications business.

 The Florida Act

  The Florida Act vests in the PSC virtually exclusive jurisdiction over
intrastate telecommunications matters. The Florida Act limits municipalities
to taxation of certain telecommunications services or management of long
distance carriers' occupation of local rights-of-way. The Florida Act further
directs the PSC to employ flexible regulatory treatment to ensure the widest
possible range of telecommunications services, and provides that new entrants
such as the Company are subject to a lesser level of regulatory oversight than
LECs.


                                      19


 PSC Actions

  Florida has also promulgated legislation that fosters competition in
intrastate telecommunications services, which is administered by the Florida
Public Service Commission ("PSC"). The PSC grants certification to
competitive, alternative providers upon a showing of sufficient technical,
financial, and managerial capability. The PSC also remains active in governing
the business of alternative carriers, such as imposing certain continuing
reporting and other obligations (or restrictions) on such carriers. For
instance, although the PSC has mandated that competitive providers file
certain price lists, the PSC has resisted allowing competitive carriers to
file full tariffs, which would deny them the ability to rely on terms and
conditions normally included in such tariffs and required instead reliance on
individual contracts. In addition, the PSC conducts proceedings and
rulemakings to address local competition issues including pricing of unbundled
network elements and wholesale services available for resale. Finally,
pursuant to its obligation under the 1996 Act, the PSC also reviews or
arbitrates interconnection agreement negotiations.

  Based on the foregoing, the Company believes that the Florida Act and
actions of the PSC to date reflect a generally favorable legal and regulatory
environment for new entrants, such as Olympus, to intrastate
telecommunications in Florida.

ITEM 2. PROPERTIES

  The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and
decoding devices, headends and distribution systems and subscriber house drop
equipment for each of its cable television systems. The signal receiving
apparatus typically includes a tower, antenna, ancillary electronic equipment
and earth stations for reception of satellite signals. Headends, consisting of
associated electronic equipment necessary for the reception, amplification and
modulation of signals, are located near the receiving devices. The Company's
distribution system consists primarily of coaxial and fiber optic cables and
related electronic equipment. Subscriber devices consist of decoding
converters. The physical components of cable television systems require
maintenance and periodic upgrading to keep pace with technological advances.

  The Company's cables and related equipment are generally attached to utility
poles under pole rental agreements with local public utilities, although in
some areas the distribution cable is buried in underground ducts or trenches.
See "Legislation and Regulation--FCC Regulation."

  The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices
in each of its market areas, and owns most of its service vehicles.

  Substantially all of the assets of Olympus' subsidiaries are subject to
encumbrances as collateral in connection with the Company's credit
arrangements, either directly with a security interest or indirectly through a
pledge of the stock or partnership interests in the respective subsidiaries.
See Note 3 to the Olympus Communications, L.P. consolidated financial
statements. The Company believes that its properties, both owned and leased,
are in good operating condition and are suitable and adequate for the
Company's business operations.

ITEM 3. LEGAL PROCEEDINGS

  There are no material pending legal proceedings, other than routine
litigation incidental to the business, of which the Company or any of its
subsidiaries is a part or to which any of their property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matters were submitted to a vote of security holders during the fourth
quarter of 1999.

                                      20


                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

  Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

  (Dollars in thousands)

  The selected consolidated financial data as of and for each of the five
years in the period ended December 31, 1999 have been derived from the audited
consolidated financial statements of the Company. This data should be read in
conjunction with the consolidated financial statements and related notes
thereto, for each of the three years in the period ended December 31, 1999 and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Annual Report on Form 10-K. The
Statement of Operations Data with respect to the years ended December 31, 1995
and 1996, and the balance sheet data at December 31, 1995, 1996, and 1997 have
been derived from audited consolidated financial statements of the Company not
included herein.



                                      Year Ended December 31,
                          ----------------------------------------------------
                            1995      1996      1997       1998        1999
                          --------  --------  --------  ----------  ----------
                                                     
Statement of Operations
 Data:
Revenues................  $120,968  $159,870  $176,363  $  215,642  $  258,067
Direct operating and
 programming expenses...    37,494    48,598    56,905      73,871      91,817
Selling, general and
 administrative
 expenses...............    23,912    28,974    32,163      37,720      46,419
Depreciation and
 amortization...........    31,953    40,446    43,337      51,933      72,125
Management fees.........     6,334     8,839     9,566      13,174      23,222
                          --------  --------  --------  ----------  ----------
Operating income........    21,275    33,013    34,392      38,944      24,484
Interest expense........   (29,217)  (40,748)  (50,150)    (53,222)    (38,482)
Interest expense--
 affiliates.............    (7,501)   (6,600)   (6,600)     (9,582)    (47,644)
Gain on sale of assets..        --        --     1,522       7,215          --
Other income (expense)..       (15)      401     1,085         686         168
                          --------  --------  --------  ----------  ----------
Loss before income taxes
 and extraordinary
 loss (a)...............   (15,458)  (13,934)  (19,751)    (15,959)    (61,474)
Income tax (expense)
 benefit................    (2,824)    2,984       (51)       (115)        534
Extraordinary loss (a)..    (1,109)       --        --          --          --
                          --------  --------  --------  ----------  ----------
Net loss................  $(19,391) $(10,950) $(19,802) $  (16,074) $  (60,940)
                          ========  ========  ========  ==========  ==========
Cash distributions
 declared per general
 and limited partners'
 unit...................  $     --  $  5,467  $     --  $       --  $       --
                          ========  ========  ========  ==========  ==========


                                            December 31,
                          ----------------------------------------------------
                            1995      1996      1997       1998        1999
                          --------  --------  --------  ----------  ----------
                                                     
Balance Sheet Data:
Total assets............  $533,909  $640,221  $728,952  $1,011,999  $1,116,704
Total debt (b)..........   419,809   572,713   673,804     726,982     648,327
Partners' equity
 (deficiency)...........   (18,544)  (84,199) (112,217)   (135,947)    329,393



                                      21




                                      Year Ended December 31,
                          ---------------------------------------------------
                            1995       1996      1997      1998       1999
                          ---------  --------  --------  ---------  ---------
                                                     
Other Data and Financial
 Ratios:
Interest expense......... $  36,718  $ 47,348  $ 56,750  $  62,804  $  86,126
Cash provided by
 operating activities....     8,161    33,411    21,305     25,589      2,203
Cash used for investing
 activities..............  (107,351)  (70,444)  (51,821)  (196,398)  (103,514)
Cash provided by
 financing activities....   131,442    30,822     7,604    211,872     61,068
Capital expenditures.....    21,498    28,117    37,867     59,672     97,380

- --------
(a) Extraordinary loss relates to loss on the early retirement of debt.
(b) Excludes affiliate debt.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

  (Dollars in thousands)

                             RESULTS OF OPERATIONS

General

  Olympus Communications, L.P. ("Olympus" and, collectively with its
subsidiaries, the "Company") is a limited partnership between ACP Holdings,
Inc. and ACC Holdings II LLC, wholly-owned subsidiaries of Adelphia
Communications Corporation (together with its subsidiaries, "Adelphia"). Prior
to October 1, 1999, the Company was a joint venture limited partnership
between Adelphia and subsidiaries of FPL Group, Inc. (together with its
subsidiaries "FPL Group"). On that date, Olympus transferred all outstanding
common stock of its wholly-owned subsidiary, West Boca Security, Inc. ("WB
Security") to FPL Group in exchange for FPL Group's partnership interests in
Olympus. Olympus had assigned a $108,000 note receivable from a wholly-owned
subsidiary to WB Security prior to the transfer of common stock to FPL Group.
The only asset of WB Security was this note which constituted the
consideration paid for the redemption of the FPL Group partnership interest in
Olympus and accrued priority return due to FPL Group. The redemption of FPL
Group's partnership interests in Olympus has been accounted for as a purchase
of minority interest applying the purchase method of accounting.

  Olympus Capital Corporation, a wholly-owned subsidiary of the Company, was
formed solely for the purpose of serving as a co-issuer with Olympus
Communications, L.P. of the 10 5/8% Senior Notes due 2006. Olympus Capital
Corporation has no substantial assets or liabilities and no operations of any
kind and the Indenture, pursuant to which such Senior Notes were issued,
limits Olympus Capital Corporation's ability to acquire or hold any
significant assets or other properties or engage in any business activities
other than in connection with the issuance of the Senior Notes.

  Olympus earned substantially all of its revenues in each of the last three
fiscal years from monthly subscriber fees for basic, satellite, premium and
ancillary services (such as installations and equipment rentals), local and
national advertising sales, electronic security monitoring services, high
speed data services, home shopping networks and pay-per-view programming.

  Please refer to the discussion of the Private Securities Litigation Reform
Act of 1995, which is incorporated herein by reference to Item 1, "Business--
Introduction".

Comparison of the Years Ended December 31, 1997, 1998 and 1999

  The changes in the Company's results of operations for the year ended
December 31, 1998, compared with the prior year, were primarily the result of
acquisitions, expanding existing cable television operations, the impact of
subscriber rate increases which became effective June 1, 1997 and 1998, growth
in advertising revenues and vendor price increases for the Company's
programming. The changes for the year ended December 31, 1999,

                                      22


compared with the prior year, were primarily the result of acquisitions,
expanding existing cable television operations, the impact of subscriber rate
increases implemented during June 1998 and 1999, the continued expansion of
new services, continued growth in advertising revenues, and vendor price
increases for the Company's programming. Refer to Liquidity and Capital
Resources--Acquisitions for a discussion of acquisitions. The high level of
depreciation and amortization associated with acquisitions, and the continuing
upgrade and expansion of the System, and interest associated with financing
activities will continue to have a negative impact on the reported results of
operations. The Company expects to report net losses for the foreseeable
future. The following table is derived from the Company's consolidated
financial statements that are included in this Annual Report on Form 10-K 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
                                                      Year Ended December 31,
                                                      -------------------------
                                                       1997     1998     1999
                                                      -------  -------  -------
                                                               
   Revenues..........................................   100.0%   100.0%   100.0%
   Operating expenses:
     Direct operating and programming................    32.3%    34.3%    35.6%
     Selling, general and administrative.............    18.2%    17.4%    18.0%
     Depreciation and amortization...................    24.6%    24.1%    27.9%
     Management fees to managing affiliate...........     5.4%     6.1%     9.0%
                                                      -------  -------  -------
     Operating income................................    19.5%    18.1%     9.5%
                                                      =======  =======  =======


 Revenues

  The primary revenue sources, reflected as a percentage of total revenues,
were as follows:



                            Year Ended December 31,
                            ---------------------------
                             1997      1998      1999
                            -------   -------   -------
                                       
   Regulated service and
    equipment..............      74%       74%       74%
   Premium programming
    services...............      12%       10%        9%
   Advertising sales and
    other services.........      14%       16%       17%


  Total revenues for the year ended December 31, 1998 increased 22.3% from the
prior year, primarily due to acquisitions, basic subscriber growth, growth in
advertising revenues and the positive impact of rate increases implemented
during June 1997 and 1998, partially offset by price reductions on certain
services and a decrease in premium programming services. Revenues increased
approximately 19.7% for the year ended December 31, 1999 compared with the
prior year, primarily due to acquisitions, basic subscriber growth, the
positive impact of rate increases on June 1, 1998 and June 1, 1999 and growth
in advertising revenues. These increases were partially offset by price
reductions on certain services and a decrease in premium programming services.

  The increases (decreases) were attributable to the following:



                                                         Percentage of
                                                      Increase (Decrease)
                                                      for the Year Ended
                                                         December 31,
                                                      -------------------
                                                        1998         1999
                                                      ---------    ---------
                                                             
   Acquisitions......................................        69%          72%
   Basic subscriber growth...........................        13%           8%
   Rate increases....................................         7%           9%
   Premium programming fees..........................        (5%)         (3%)
   Advertising sales and other services..............        16%          14%



                                      23


  Direct Operating and Programming Expenses. Direct operating and programming
expenses, which are mainly basic and premium programming costs and technical
expenses, increased 29.8% and 24.3% for the years ended December 31, 1998 and
1999, respectively, compared with the respective prior years. Such increases
were primarily due to increased basic and premium programming costs and
increased costs associated with providing cable modem and electronic security
monitoring services as well as increased operating expenses from acquired
systems. Net acquired and sold systems accounted for approximately 20% and 59%
of the increase for the years ended December 31, 1998 and 1999, respectively.

  Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives, and sales and administrative employees, increased 17.3% and
23.1% for the years ended December 31, 1998 and 1999, respectively, compared
with the respective prior years. The increases were primarily due to
incremental costs associated with acquisitions, costs associated with
subscriber growth and increased advertising expenses. Net acquired and sold
systems accounted for approximately 34% and 61% of the increase for the years
ended December 31, 1998 and 1999, respectively.

  Depreciation and Amortization. Depreciation and amortization was higher for
the years ended December 31, 1998 and 1999 compared with the respective prior
year, primarily due to increased depreciation and amortization related to
acquisitions, increased capital expenditures and the redemption of FPL Group's
partnership interests.

  Management Fees to Managing Affiliate. Pursuant to the terms of the
Company's Partnership Agreement, the Company pays to Adelphia, on a quarterly
basis, an amount representing an allocation of the corporate overhead of
Adelphia with respect to the Company for such period, which allocation is
based upon the ratio of the Company's cable subscribers to the total cable
subscribers owned or managed by Adelphia. Management fees increased as a
percentage of revenues for the years ended December 31, 1998 and 1999 as
compared with the respective prior year primarily due to increased corporate
expenditures.

  Interest Expense. For the year ended December 31, 1998, interest expense
increased 6.1% compared to the prior year. The increase in interest expense
during 1998 as compared to the prior year was primarily attributable to an
increase in the average amount of debt outstanding as compared to the prior
year primarily due to acquisitions. Interest expense decreased 27.7% for the
year ended December 31, 1999, compared to the prior year. The decrease in
interest expense during 1999 as compared to the prior year was primarily
attributable to a decrease in the average amount of debt outstanding due
primarily to the use of advances from affiliates to reduce bank debt.

  Interest Expense--Affiliates. The Company is charged interest on advances
due to Adelphia and other affiliates. Such advances were used by the Company
for acquisitions, capital expenditures, repayment of debt and working capital.
Interest expense--affiliates increased for the years ended December 31, 1998
and 1999 as compared with the prior year primarily due to increased affiliate
payables related to acquisitions and the repayment of debt.

  Gain on Sale of Assets. The Company exchanged its limited partnership
investment in TMIP for interests in cable television systems in the December
4, 1998 TMIP restructuring. As a result of this exchange, the Company
recognized a gain of approximately $7,200, representing the excess of fair
value of the assets received over the carrying value of the investment
exchanged.

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. During the three years in the
period ended December 31, 1999, the Company committed substantial capital
resources for these purposes. These expenditures were funded through long-term
borrowings, advances from affiliates and internally generated funds. The
Company's aggregate outstanding borrowings as of December 31, 1999 were
$648,327. The

                                      24


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.

 Capital Expenditures

  Capital expenditures for the years ended December 31, 1997, 1998 and 1999
were $37,867, $59,672 and $97,380 respectively. The increases in capital
expenditures for the years ended December 31, 1998 and 1999 compared to the
respective prior years were primarily due to the impact of acquired systems
and increased investment related to the rebuilding of the Company's cable
plant. The Company expects capital expenditures for 2000 to range from $91,000
to $115,000.

 Financing Activities

  The Company's ability to generate cash adequate to meet its future needs
will depend generally on its results of operations and the continued
availability of financing from both its owners and external sources. During
the three year period ended December 31, 1999, the Company funded its working
capital requirements, capital expenditures, and acquisitions through long-term
borrowings from banks, advances from affiliates and internally generated
funds. The Company generally has funded the principal and interest obligations
on its long-term borrowings by refinancing the principal with new loans, and
by paying the interest out of internally generated funds.

  Most of Olympus' directly-owned subsidiaries have their own senior credit
agreements. Typically, borrowings under these agreements are collateralized by
the assets of the borrowing subsidiary and its subsidiaries and, in some
cases, are guaranteed by such subsidiary's subsidiaries. At December 31, 1998
and 1999, an aggregate of $519,443 and $337,250, respectively, in borrowings
were outstanding under these agreements. These agreements limit, among other
things, additional borrowings, investments, transactions with affiliates and
other subsidiaries, and the payment of dividends and fees by the subsidiaries.
The agreements also require maintenance of certain financial ratios by the
subsidiaries. Management believes that the borrowers were in compliance with
the agreements' covenants at December 31, 1999. During 1999, the Company used
advances from affiliates to repay bank debt. At December 31, 1999,
approximately $331,300 of the net assets of subsidiaries would be permitted to
be transferred to Olympus in the form of distributions, dividends and loans
without the prior approval of the lenders based upon the results of operations
of such subsidiaries for the quarter ended December 31, 1999. The subsidiaries
are permitted to pay management fees to Olympus or other subsidiaries. Such
fees are limited to a percentage of the subsidiaries' revenues.

  A subsidiary of Olympus is a co-borrower with an affiliate under a $200,000
credit agreement. The subsidiary is permitted to borrow up to $39,500 of the
available credit, none of which was included in subsidiary debt as of December
31, 1998 and 1999. In conjunction with the acquisition of the partnership
interests of National Cable Acquisition Associates, L.P. ("National") in 1997
and the TMIP restructuring in 1998, subsidiaries of Olympus assumed the
obligation for a total of $187,000 of a $350,000 credit agreement of Hilton
Head Communications, L.P. ("Hilton Head"), $135,000 of which was included in
subsidiary debt as of December 31, 1998. This credit agreement was refinanced
in conjunction with the closing of an $850,000 credit facility on May 6, 1999
by certain subsidiaries and affiliates of Adelphia and Olympus. Olympus'
subsidiaries had no outstanding borrowings under this facility as of December
31, 1999. Each of these subsidiaries is liable for all borrowings under the
respective credit agreements, although the lenders have no recourse against
Olympus other than against Olympus' interest in and the assets of the
respective subsidiaries.

  The amount of borrowings available to Olympus under revolving credit
agreements is generally based upon the subsidiaries achieving certain levels
of operating performance. Olympus had commitments from banks for additional
borrowings of up to $368,000, which were also available to affiliates at
December 31, 1999, and which expire through 2007. Olympus pays commitment fees
of up to .375% of unused principal.


                                      25


  Subsidiary debt is due at various dates through 2007. Interest rates are
based upon one or more of the following rates at the option of the borrowers:
prime rate plus 0% to 1%; certificate of deposit rate plus .875% to 2.25%; or
LIBOR plus .625% to 2%. At December 31, 1998 and 1999, the weighted average
interest rate on subsidiary debt was 6.51% and 7.07%, respectively. Interest
is payable quarterly.

  On November 12, 1996, Olympus issued $200,000 of 10 5/8% Senior Notes (the
"Senior Notes"). Interest is payable semi-annually. The Senior Notes are
unsecured and are due November 15, 2006. Commencing November 15, 2001, Olympus
may redeem the Senior Notes in whole or in part at 105.3125% of principal
declining annually to par on November 15, 2004. Holders of the Senior Notes
have the right to require Olympus to redeem their Senior Notes at 101% of
principal upon a Change of Control (as defined in the Indenture). The
redemption by Olympus of the Olympus partnership interests owned by the FPL
Group constituted a Change of Control in accordance with the Indenture and,
upon the closing of the transaction, Olympus was required to offer to
repurchase all of the Senior Notes. The Company's offer to re-purchase the
Senior Notes expired without any holders exercising their option. The
Indenture stipulates, among other things, limitations on additional
borrowings, payment of dividends or distributions, repurchase of equity
interests, transactions with affiliates and the sale of assets.

  As of December 31, 1999, a wholly-owned subsidiary of Olympus has a $108,000
term note, with principal and interest due and payable to FPL Group on
September 1, 2004. The note bears interest at 6% and, together with accrued
interest, is callable on or after July 1, 2002. The note was recorded at
$99,700 and will be accreted to the face amount. The note is secured by a
pledge of partnership interests in Olympus previously held by FPL Group. Upon
an event of default, the FPL Group partnership interests in Olympus may be
reinstated upon an exercise of remedies under the pledge agreement.

  Olympus had interest rate swap agreements with banks to reduce the impact of
changes in interest rates on its bank debt. Olympus entered into pay-fixed
agreements to effectively convert a portion of its variable-rate debt to
fixed-rate debt. Olympus would have been required to pay approximately $1,327
at December 31, 1998, to settle its interest rate swap agreements,
representing the difference between fair value and carrying cost of these
agreements at that date.

 Acquisitions

  On December 4, 1998, Olympus consummated a series of transactions to
restructure the ownership of TMIP. The restructuring resulted in Olympus
exchanging its nonconsolidated preferred limited partnership investment in
TMIP for 100% ownership of a cable television system serving approximately
28,000 subscribers in Palm Beach County, Florida subject to $38,027 in debt
and a 75% consolidated general partner interest in TMIP subject to $31,166 in
debt. The restructured TMIP owns a cable television system serving
approximately 34,000 subscribers located principally in Broward County,
Florida and a 33.9% interest in an entity which owns cable television systems
serving approximately 10,000 subscribers in Virginia. The acquisition was
accounted for under the purchase method of accounting.

  On November 30, 1998, Olympus acquired cable television systems from Time
Warner for approximately $33,400. These systems serve approximately 20,000
subscribers in communities around Lake Okeechobee, Florida. The acquisition
has been accounted for under the purchase method of accounting.

  On July 15, 1998, Olympus acquired the Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition was accounted for under the
purchase method of accounting.

  In 1997, Olympus completed the acquisition of all of the partnership
interests of National from Hilton Head, an entity controlled by the family of
John Rigas (principal shareholder of Adelphia), for a purchase price of
approximately $118,000. National provided cable service to approximately
57,000 subscribers in Palm Beach

                                      26


County, Florida at the date of acquisition and also owned limited partnership
interests in TMIP. The acquisition was accounted for under the purchase method
of accounting and National's operations were consolidated with Olympus for
financial reporting purposes effective as of October 1, 1997.

 Resources

  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 the Company 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 its
subsidiaries' 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 existing credit facilities, advances from Adelphia or
other 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 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.

Recent Accounting Pronouncements

  Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. Management of the Company has not completed its
evaluation of the impact of SFAS No. 133 on the Company's consolidated
financial statements. In July 1999, SFAS No. 137 was issued to delay the
effective date of SFAS No. 133 to fiscal quarters of fiscal years beginning
after June 15, 2000.

  At its January 2000 meeting, the Emerging Issues Task Force ("EITF") reached
consensus with respect to certain issues related to EITF 98-3, "Determining
whether a transaction is an Exchange of Similar Productive Assets or a
Business Combination." As a result of this consensus, the Company will be
required to treat cable system swaps as a purchase of a business and a
disposition of a business at fair value. Management of the Company will
monitor the impact of EITF 98-3 as it relates to future transactions of the
Company.

Inflation

  In the three years in the period ended December 31, 1999, the Company
believes that inflation did not have a significant effect on its results of
operations. Periods of high inflation could have an adverse effect to the
extent

                                      27


that increased borrowing costs for floating-rate debt may not be offset by
increases in subscriber rates. At December 31, 1999, approximately $337,250 of
the Company's total debt was subject to floating interest rates.

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 and cable programming services (other than
programming offered on a per-channel or per-program basis), based upon a
benchmark methodology, and (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, and the FCC will regulate rates for
regulated cable programming services in response to complaints filed with the
agency. The Telecommunications Act of 1996 (the "1996 Act") ended FCC
regulation of cable programming service tier rates on March 31, 1999.

  Rates for basic and cable programming 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 and cable programming
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. Olympus cannot predict the effect of the 1996 Act
on 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 that 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 local telephone exchange carriers
("LECs") 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 LECs to operate "open video systems"
("OVS") without obtaining a local cable franchise, although LECs 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 LEC. The statute states that the OVS scheme supplants the FCC's "video
dialtone" rules. The FCC has promulgated rules to implement the OVS concept,
and New Jersey Bell Telephone Company has been granted permission to convert
its video dialtone authorization in Dover Township, New Jersey to an OVS
authorization.


                                      28


  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.
At this time, any impact of DBS competition on the Company's future results is
not known or estimable.

                                      29


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  The Company uses fixed and variable rate debt to fund its working capital
requirements, capital expenditures and acquisitions. These debt arrangements
expose the Company to market risk related to changes in interest rates. The
table below summarizes the fair values and contract terms of the Company's
financial instruments subject to interest rate risk as of December 31, 1999.



                                   Expected Maturity
                         -------------------------------------                       Fair
                          2000    2001     2002    2003   2004 Thereafter  Total    Value
                         ------- ------- -------- ------- ---- ---------- -------- --------
                                                           
Debt:
Fixed Rate.............. $    -- $    -- $108,000 $    -- $--   $200,000  $308,000 $305,000
  Average Interest
   Rate.................                    9.03%                10.625%
Variable Rate........... $66,500 $80,750 $ 95,000 $95,000 $--   $     --  $337,250 $337,250
  Average Interest
   Rate.................   7.13%   7.63%    7.71%   7.73%


Interest rates on variable debt are estimated by us using the average implied
forward London Interbank Offer Rate ("LIBOR") rates for the year of maturity
based on the yield curve in effect at December 31, 1999, plus the borrowing
margin in effect at December 31, 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The consolidated financial statements and related notes thereto and
independent auditors' report follow.

                         INDEX TO FINANCIAL STATEMENTS

                                                                         
Independent Auditors' Report..............................................   31

Consolidated Balance Sheets, December 31, 1998 and 1999...................   32

Consolidated Statements of Operations, Years Ended December 31, 1997, 1998
 and 1999.................................................................   33

Consolidated Statements of Partners' Equity (Deficiency),
 Years Ended December 31, 1997, 1998 and 1999.............................   34

Consolidated Statements of Cash Flows, Years Ended December 31, 1997, 1998
 and 1999.................................................................   35

Notes to Consolidated Financial Statements................................   36



                                      30


                         INDEPENDENT AUDITORS' REPORT

Olympus Communications, L.P.:

  We have audited the accompanying consolidated balance sheets of Olympus
Communications, L.P. and subsidiaries as of December 31, 1998 and 1999, and
the related consolidated statements of operations, partners' equity
(deficiency), and cash flows for each of the three years in the period ended
December 31, 1999. Our audits also included the financial statement schedules
listed in the Index at Item 14. These financial statements and financial
statement schedules are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Olympus Communications, L.P.
and subsidiaries at December 31, 1998 and 1999, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
March 17, 2000

                                      31


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)



                                                           December 31,
                                                       ----------------------
                                                          1998        1999
                                                       ----------  ----------
                                                             
ASSETS:
Cable systems, at cost, net of accumulated
 depreciation and amortization:
  Property, plant and equipment....................... $  355,470  $  429,426
  Intangible assets...................................    577,171     651,580
                                                       ----------  ----------
    Total.............................................    932,641   1,081,006

Cash and cash equivalents.............................     44,617       4,374
Subscriber receivables--net...........................     14,407      15,829
Prepaid expenses and other assets--net................     20,334      15,495
                                                       ----------  ----------
    Total............................................. $1,011,999  $1,116,704
                                                       ==========  ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
Subsidiary debt....................................... $  519,443  $  337,250
Parent debt...........................................    200,000     203,537
Other debt............................................      7,539     107,540
Accounts payable......................................     23,311      25,008
Subscriber advance payments and deposits..............      6,965       6,468
Accrued interest and other liabilities................     29,904      28,549
Accrued priority return on preferred limited partner
 interests............................................     36,397      38,542
Due to affiliates--net................................    283,436          --
Deferred income taxes.................................     40,951      40,417
                                                       ----------  ----------
    Total liabilities.................................  1,147,946     787,311
                                                       ----------  ----------
Commitments and contingencies (Note 5)

Partners' equity (deficiency):
  Limited partners' interests.........................    570,298     407,813
  General partners' equity (deficiency)...............   (706,245)    (78,420)
                                                       ----------  ----------
    Total partners' equity (deficiency)...............   (135,947)    329,393
                                                       ----------  ----------
    Total............................................. $1,011,999  $1,116,704
                                                       ==========  ==========



                See notes to consolidated financial statements.

                                       32


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in thousands)



                                                  Year Ended December 31,
                                                ------------------------------
                                                  1997      1998       1999
                                                --------  ---------  ---------
                                                            
Revenues......................................  $176,363  $ 215,642  $ 258,067
                                                --------  ---------  ---------
Operating expenses:
  Direct operating and programming............    56,905     73,871     91,817
  Selling, general and administrative.........    32,163     37,720     46,419
  Depreciation and amortization...............    43,337     51,933     72,125
  Management fees to managing affiliate.......     9,566     13,174     23,222
                                                --------  ---------  ---------
    Total.....................................   141,971    176,698    233,583
                                                --------  ---------  ---------
Operating income..............................    34,392     38,944     24,484
                                                --------  ---------  ---------

Other income (expense):
  Interest expense............................   (50,150)   (53,222)   (38,482)
  Interest expense--affiliates................    (6,600)    (9,582)   (47,644)
  Gain on sale of assets......................     1,522      7,215         --
  Other.......................................     1,085        686        168
                                                --------  ---------  ---------
    Total.....................................   (54,143)   (54,903)   (85,958)
                                                --------  ---------  ---------
Loss before income taxes......................   (19,751)   (15,959)   (61,474)
Income tax (expense) benefit..................       (51)      (115)       534
                                                --------  ---------  ---------
Net loss......................................   (19,802)   (16,074)   (60,940)
Priority return on preferred and senior
 limited partner interests....................   (75,893)   (89,456)   (77,890)
                                                --------  ---------  ---------
Net loss of general and limited partners after
 priority return..............................  $(95,695) $(105,530) $(138,830)
                                                ========  =========  =========




                See notes to consolidated financial statements.

                                       33


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                             (Dollars in thousands)



                                                                      Total
                                                                    Partners'
                                              Limited    General      Equity
                                             Partners'  Partners   (Deficiency)
                                             ---------  ---------  ------------
                                                          
Balances, December 31, 1996................  $407,669   $(491,868)  $ (84,199)

Net loss of general and limited partners
 after priority return.....................        --     (95,695)    (95,695)
Excess of ascribed value over historical
 cost of assets purchased from affiliate...        --     (22,752)    (22,752)
Issuance of preferred limited partner
 interests.................................    80,729          --      80,729
Capital contributions......................        --       9,800       9,800
Capital distributions......................        --        (100)       (100)
                                             --------   ---------   ---------
Balances, December 31, 1997................  $488,398   $(600,615)  $(112,217)

Net loss of general and limited partners
 after priority return.....................        --    (105,530)   (105,530)
Issuance of preferred limited partner
 interests.................................    81,900          --      81,900
Capital distributions......................        --        (100)       (100)
                                             --------   ---------   ---------
Balances, December 31, 1998................  $570,298   $(706,245)  $(135,947)

Net loss of general and limited partners
 after priority return.....................        --    (138,830)   (138,830)
Redemption of FPL Group partnership
 interest..................................  (210,260)    245,630      35,370
Conversion of affiliate payables to general
 partner interest..........................        --     521,075     521,075
Issuance of preferred limited partner
 interests.................................    47,775          --      47,775
Capital distributions......................        --         (50)        (50)
                                             --------   ---------   ---------
Balances, December 31, 1999................  $407,813   $ (78,420)  $ 329,393
                                             ========   =========   =========




                See notes to consolidated financial statements.

                                       34


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)



                                                    Year Ended December 31,
                                                  ------------------------------
                                                    1997      1998       1999
                                                  --------  ---------  ---------
                                                              
Cash flows from operating activities:
 Net loss                                         $(19,802) $ (16,074) $ (60,940)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
    Depreciation.................................   25,535     29,942     39,409
    Amortization.................................   17,802     21,991     32,716
    Gain on sale of assets.......................   (1,522)    (7,215)        --
    Non cash interest............................    7,993         --        625
    Deferred income taxes........................       82        115       (534)
    Changes in operating assets and liabilities,
     net of effects of acquisitions:
      Subscriber receivables.....................   (1,174)      (857)    (1,422)
      Prepaid expenses and other assets..........   (3,596)   (11,630)    (7,348)
      Accounts payable...........................      (53)     7,173      1,696
      Subscriber advance payments and deposits...    1,733     (1,446)      (497)
      Accrued interest and other liabilities.....   (5,693)     3,590     (1,502)
                                                  --------  ---------  ---------
Net cash provided by operating activities........   21,305     25,589      2,203
                                                  --------  ---------  ---------
Cash flows from investing activities:
  Business acquisitions, net of cash acquired....  (15,909)  (147,195)    (6,134)
  Proceeds from sale of assets...................    1,955     10,469         --
  Capital expenditures...........................  (37,867)   (59,672)   (97,380)
                                                  --------  ---------  ---------
Net cash used for investing activities...........  (51,821)  (196,398)  (103,514)
                                                  --------  ---------  ---------
Cash flows from financing activities:
  Proceeds from debt.............................   15,000     99,500    337,250
  Repayments of debt.............................  (40,541)  (121,330)  (521,865)
  Payments of priority returns...................  (74,129)   (75,300)   (42,825)
  Amounts advanced from affiliates...............   16,845    227,202    240,783
  Issuance of preferred limited partner
   interests.....................................   80,729     81,900     47,775
  Capital contributions..........................    9,800         --         --
  Capital distributions..........................     (100)      (100)       (50)
                                                  --------  ---------  ---------
Net cash provided by financing activities........    7,604    211,872     61,068
                                                  --------  ---------  ---------
(Decrease) increase in cash and cash
 equivalents.....................................  (22,912)    41,063    (40,243)
Cash and cash equivalents, beginning of year.....   26,466      3,554     44,617
                                                  --------  ---------  ---------
Cash and cash equivalents, end of year........... $  3,554  $  44,617  $   4,374
                                                  ========  =========  =========
Supplemental disclosure of cash flow activity--
 cash payments for interest...................... $ 49,707  $  62,574  $  87,784
                                                  ========  =========  =========


                See notes to consolidated financial statements.

                                       35


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (Dollars in thousands)

1. The Partnership and Basis of Presentation:

  Olympus Communications, L.P. and subsidiaries ("Olympus" or the "Company")
is a limited partnership formed under the laws of Delaware between ACP
Holdings, Inc., ("ACP Holdings"), and ACC Holdings II, LLC, wholly-owned
subsidiaries of Adelphia Communications Corporation (together with its
subsidiaries "Adelphia"). Prior to October 1, 1999, Olympus was a joint
venture limited partnership between Adelphia and subsidiaries of FPL Group,
Inc. (together with its subsidiaries "FPL Group"). On that date, Olympus
transferred all outstanding common stock of its wholly-owned subsidiary, West
Boca Security, Inc. ("WB Security") to FPL Group in exchange for FPL Group's
partnership interest in Olympus. Olympus had assigned a $108,000 note
receivable from a wholly-owned subsidiary to WB Security prior to the transfer
of common stock to FPL Group. The only asset of WB Security was this note
which constituted the consideration paid for the redemption of the FPL Group
partnership interests in Olympus and accrued priority return due to FPL Group
(the "Redemption"). Olympus' operations consist primarily of selling video
programming that is distributed to subscribers in Florida for a monthly fee
through a network of fiber optic and coaxial cables.

  The consolidated financial statements include the accounts of Olympus and
its substantially wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.

  The Redemption has been accounted for as a purchase of a minority interest
applying the purchase method of accounting. The preliminary allocation of the
Redemption price to Olympus' assets and liabilities has been reflected in
Olympus' consolidated financial statements as of October 1, 1999. A final
allocation of the Redemption price will be made upon completion of final
appraisals. The $21,300 assigned to Olympus' property, plant and equipment
will be depreciated over useful lives ranging primarily from 5 to 20 years.
The $85,300 assigned to Olympus' intangible assets is primarily comprised of
franchise costs and will be amortized over useful lives of primarily 40 years.
If the Redemption had occurred on January 1, 1999, depreciation and
amortization expense would have been approximately $2,900 higher than shown in
the December 31, 1999 consolidated statement of operations.

  Effective April 1, 1997, Olympus acquired certain cable systems of Tele-
Media Company of Southeast Florida, Inc. for an aggregate price of $8,500.
These systems served approximately 5,000 subscribers at the date of
acquisition located in and around Osceola County, Florida. The acquisition was
accounted for under the purchase method of accounting.

  On June 20, 1997, Olympus acquired the Peninsula Cable systems from Booth
American Company for an aggregate price of $10,500. These systems served
approximately 6,000 subscribers at the date of acquisition located in and
around Madeira Beach, Florida. The acquisition was accounted for under the
purchase method of accounting.

  In 1997, Olympus completed the acquisition of all of the partnership
interests of National Cable Acquisition Associates, L.P. ("National") from
Hilton Head Communications, L.P. ("Hilton Head"), an entity controlled by the
family of John Rigas (principal shareholder of Adelphia), for a purchase price
of approximately $118,000. National provided cable service to approximately
57,000 subscribers in Palm Beach County, Florida at the date of acquisition
and also owned limited partnership interests in Tele-Media Investment
Partnership, L.P. ("TMIP"). The acquisition was accounted for under the
purchase method of accounting and National's operations were consolidated with
Olympus for financial reporting purposes effective as of October 1, 1997. The
purchase price was paid through the assumption of liabilities.

  On June 30, 1998, Olympus sold its Madeira Beach, Florida cable television
system, serving approximately 6,000 subscribers, to Cable One, Inc. for
approximately $10,500.


                                      36


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

  On July 15, 1998, Olympus acquired the Fort Myers cable television
operations from Cable TV Fund 12-A, Ltd. This system was acquired for
approximately $110,000 and serves approximately 46,000 subscribers located in
and around Fort Myers, Florida. The acquisition was accounted for under the
purchase method of accounting.

  On November 30, 1998, Olympus acquired cable television systems from Time
Warner for approximately $33,400. These systems serve approximately 20,000
subscribers in communities around Lake Okeechobee, Florida. The acquisition
has been accounted for under the purchase method of accounting.

  On December 4, 1998, Olympus consummated a series of transactions to
restructure the ownership of TMIP. The restructuring resulted in Olympus
exchanging its nonconsolidated preferred limited partnership investment in
TMIP for 100% ownership of a cable television system serving approximately
28,000 subscribers in Palm Beach County, Florida subject to $38,027 in debt
and a 75% consolidated general partner interest in TMIP subject to $31,166 in
debt. The restructured TMIP owns a cable television system serving
approximately 34,000 subscribers located principally in Broward County,
Florida and a 33.9% interest in an entity which owns cable television systems
serving approximately 10,000 subscribers in Virginia. The acquisition was
accounted for under the purchase method of accounting.

  The following unaudited pro forma financial information assumes that the
1997 and 1998 acquisition/disposal transactions had occurred on January 1,
1997.



                                                               Year Ended
                                                              December 31,
                                                            ------------------
                                                              1997      1998
                                                            --------  --------
                                                                
   Revenues...............................................  $230,084  $246,020
   Net loss...............................................   (38,143)  (24,355)
   Net loss of general and limited partners after priority
    return................................................  (114,038) (113,811)


2. Summary of Significant Accounting Policies:

 Subscriber Revenues

  Subscriber revenues are recorded in the month the service is provided.

 Subscriber Receivables

  An allowance for doubtful accounts of $716 and $872 is recorded as a
reduction of subscriber receivables at December 31, 1998 and 1999,
respectively.

 Programming Expense

  Adelphia allocates charges from programmers to affiliates (including
Olympus) based on the number of subscribers to each programming service.


                                      37


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

 Property, Plant and Equipment

  Property, plant and equipment are comprised of the following:



                                                               December 31,
                                                            -------------------
                                                              1998       1999
                                                            ---------  --------
                                                                 
   Operating plant and equipment........................... $ 456,876  $532,138
   Real estate and improvements............................     7,102     7,630
   Support equipment.......................................     9,839    11,714
   Construction in progress................................    54,520    90,174
                                                            ---------  --------
                                                              528,337   641,656
   Accumulated depreciation................................  (172,867) (212,230)
                                                            ---------  --------
                                                            $ 355,470  $429,426
                                                            =========  ========


  Depreciation is computed on the straight-line method using estimated useful
lives of 5 to 12 years for operating plant and equipment and 3 to 20 years for
support equipment and buildings. Additions to property, plant and equipment
are recorded at cost, which includes amounts for material, applicable labor,
and interest.

 Intangible Assets

  Intangible assets, net of accumulated amortization, are comprised of the
following:



                                                                December 31,
                                                             ------------------
                                                               1998      1999
                                                             --------- --------
                                                                 
   Purchased franchises..................................... $ 492,446 $576,920
   Purchased subscriber lists...............................    43,213   35,714
   Goodwill.................................................    41,512   38,946
                                                             --------- --------
                                                             $ 577,171 $651,580
                                                             ========= ========


  A portion of the aggregate purchase price of cable television systems
acquired has been allocated to purchased franchises, purchased subscriber
lists and goodwill. Purchased franchises and goodwill are amortized on the
straight-line method over periods of up to 40 years. Purchased subscriber
lists are amortized on the straight-line method over the average periods that
the listed subscribers are expected to receive service from the date of
acquisition, which range from 7 to 10 years. Accumulated amortization of
intangible assets amounted to $144,548 and $174,880 at December 31, 1998 and
1999, respectively.

 Other Assets

  The unamortized amount of deferred debt financing costs included in prepaid
expenses and other assets was $8,806 and $7,449 at December 31, 1998 and 1999,
respectively. Such costs are amortized over the term of the related debt.

  At January 1, 1998, prepaid expenses and other assets also included the
Company's limited partnership investment in TMIP of $14,310. Income of $1,838
from this investment is included in revenues in 1998. This investment was
exchanged for interests in cable television systems in the December 4, 1998
TMIP restructuring transaction described in Note 1. As a result of this
exchange, the Company recognized a gain of approximately

                                      38


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

$7,200, representing the excess of fair value of the assets received over the
carrying value of the investment exchanged.

 Asset Impairments

  Olympus periodically reviews the carrying value of its long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying value of assets may not be recoverable. Measurement of any impairment
would include a comparison of estimated future operating cash flows
anticipated to be generated during the remaining life of the assets with their
net carrying value. An impairment loss would be recognized as the amount by
which the carrying value of the assets exceeds their fair value.

 Noncash Financing and Investing Activities

  Capital leases entered into during 1997, 1998 and 1999 totaled $415, $5,709
and $1,967, respectively. Business acquisitions for 1997 and 1998 include the
acquisition of National and the TMIP restructuring, respectively (see Note 1).
A seller note related to the acquisition of a cable system in 1996 was
accreted from $55,800 at acquisition to the $70,000 face amount at December
31, 1997. During 1999, Olympus issued a note payable of $108,000 in connection
with the Redemption. The note was recorded at $99,700 and will be accreted to
the face amount. Effective December 31, 1999, Adelphia converted Olympus'
amounts due to affiliates into a general partner capital contribution.

 Cash and Cash Equivalents

  Olympus considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.

 Derivative Financial Instruments

  Net settlement amounts under interest rate swap agreements are recorded as
adjustments to interest expense during the period incurred.

 Franchise Expense

  The typical term of the Company's franchise agreements upon renewal is 10
years. Franchise fees range from 3% to 5% of subscriber revenue and are
expensed currently.

 Use of Estimates in the Preparation of Financial Statements

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 Recent Accounting Pronouncements

  Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. Management of the Company has not completed

                                      39


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

its evaluation of the impact of SFAS No. 133 on the Company's consolidated
financial statements. In July 1999, SFAS No. 137 was issued to delay the
effective date of SFAS No. 133 to fiscal quarters of fiscal years beginning
after June 15, 2000.

  At its January 2000 meeting, the Emerging Issues Task Force ("EITF") reached
consensus with respect to certain issues related to EITF 98-3, "Determining
whether a transaction is an Exchange of Similar Productive Assets or a
Business Combination." As a result of this consensus, the Company will be
required to treat cable system swaps as a purchase of a business and a
disposition of a business at fair value. Management of the Company will
monitor the impact of EITF 98-3 as it relates to future transactions of the
Company.

3. Debt:

 Subsidiary Debt

  Subsidiary debt is comprised of amounts due under credit agreements with
banks.

  The amount of borrowings available to Olympus under revolving credit
agreements is generally based upon the subsidiaries achieving certain levels
of operating performance. Olympus had commitments from banks for additional
borrowings of up to $368,000, which was also available to affiliates at
December 31, 1999, which expire through 2007. Olympus pays commitment fees of
up to .375% of unused principal.

  Borrowings under these credit arrangements of subsidiaries are
collateralized by substantially all of the assets of the respective
subsidiaries. These agreements limit, among other things, additional
borrowings, investments, transactions with affiliates and other subsidiaries,
and the payment of dividends and fees by the subsidiaries. The agreements also
require maintenance of certain financial ratios by the subsidiaries.
Management believes that the borrowers were in compliance with the agreements'
covenants at December 31, 1999. At December 31, 1999, approximately $331,300
of the net assets of subsidiaries would be permitted to be transferred to
Olympus in the form of distributions, dividends and loans without the prior
approval of the lenders based upon the results of operations of such
subsidiaries for the quarter ended December 31, 1999. The subsidiaries are
permitted to pay management fees to Olympus or other subsidiaries. Such fees
are limited to a percentage of the subsidiaries' revenues.

  A subsidiary of Olympus is a co-borrower with an affiliate under a $200,000
credit agreement. The subsidiary is permitted to borrow up to $39,500 of the
available credit, none of which was included in subsidiary debt as of December
31, 1998 and 1999. In conjunction with the acquisition of the partnership
interests of National and the TMIP restructuring, another subsidiary of
Olympus assumed the obligation for $187,000 of a $350,000 credit agreement of
Hilton Head, $135,000 of which was included in subsidiary debt as of December
31, 1998. This credit agreement was refinanced in conjunction with the closing
of an $850,000 credit facility on May 6, 1999 by certain subsidiaries and
affiliates of Adelphia and Olympus. Olympus' subsidiaries had no outstanding
borrowings under this facility as of December 31, 1999. Each of these
subsidiaries is liable for all borrowings under the respective credit
agreements, although the lenders have no recourse against Olympus other than
against Olympus' interest in the respective subsidiaries.

  Subsidiary debt is due at various dates through 2007. Interest rates are
based upon one or more of the following rates at the option of the borrowers:
prime rate plus 0% to 1%; certificate of deposit rate plus .875% to 2.25%; or
LIBOR plus .625% to 2%. At December 31, 1998 and 1999, the weighted average
interest rate on subsidiary debt was 6.51% and 7.07%, respectively. Interest
is payable quarterly.


                                      40


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

 Parent Debt

  On November 12, 1996, Olympus issued $200,000 of 10 5/8% Senior Notes (the
"Senior Notes"). Net proceeds, after payment of transaction costs, of
approximately $195,000 were used to reduce amounts outstanding on Olympus'
subsidiary debt. Interest is payable semi-annually. The Senior Notes are
unsecured and are due November 15, 2006. Commencing November 15, 2001, Olympus
may redeem the Senior Notes in whole or in part at 105.3125% of principal
declining annually to par on November 15, 2004. Holders of the Senior Notes
have the right to require Olympus to redeem their Senior Notes at 101% of
principal upon a Change of Control (as defined in the Indenture). The
Redemption constituted a Change of Control in accordance with the Indenture
and, upon the closing of the transaction, Olympus was required to offer to
repurchase all of the Senior Notes. Olympus' offer to re-purchase the Senior
Notes expired without any holders exercising their option. The Indenture also
stipulates, among other things, limitations on additional borrowings, payment
of dividends or distributions, repurchase of equity interests, transactions
with affiliates and the sale of assets. As a result of applying purchase
accounting for the Redemption, a portion of the Senior Notes was assigned a
fair value in excess of carrying value by $3,700 at the Redemption date. Such
excess will be amortized over the remaining life of the Senior Notes.

 Other Debt

  As of December 31, 1998 and 1999, other debt consists, in part, of purchase
money indebtedness and capital leases incurred in connection with the
acquisition of, and are collateralized by, certain equipment. The interest
rate on such debt is based on the Federal Funds rate plus 1.4% or the U.S.
Treasury rate plus approximately 2.8%. As of December 31, 1998, other debt
also included $1,000 regarding a seller note from an acquisition during 1996.

  As of December 31, 1999, a wholly-owned subsidiary of Olympus has a $108,000
term note, with principal and interest due and payable to FPL Group (See note
1) on September 1, 2004. The note bears interest at 6% and, together with
accrued interest, is callable on or after July 1, 2002. The note was recorded
at $99,700 and will be accreted up to the face amount. The note is secured by
a pledge of partnership interests in Olympus previously held by FPL Group.
Upon an event of default under the pledge agreement, the FPL Group partnership
interests in Olympus may be reinstated upon an exercise of remedies under the
pledge agreement.

 Maturities of Debt

  The following table sets forth the scheduled reductions in principal under
all agreements for indebtedness at December 31 for each of the next five years
based on amounts outstanding at December 31, 1999:

                                                               
      Year ending December 31, 2000.................................... $ 67,917
      Year ending December 31, 2001....................................   82,167
      Year ending December 31, 2002....................................  204,417
      Year ending December 31, 2003....................................   96,417
      Year ending December 31, 2004....................................    1,417

      

  Olympus intends to fund its debt maturities through borrowings under new
credit agreements, affiliate advances or internally generated funds. Changing
conditions in the financial markets may have an impact on how Olympus will
refinance its debt in the future.

 Interest Rate Swaps

  Olympus has entered into interest rate swap agreements with banks and an
affiliate (see Note 9) to reduce the impact of changes in interest rates on
its bank debt and its Senior Notes. Olympus entered into pay-fixed

                                      41


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

agreements to effectively convert a portion of its variable-rate debt to
fixed-rate debt. Olympus entered into receive-fixed agreements to effectively
convert a portion of its fixed-rate Senior Notes to variable-rate debt which
is indexed to LIBOR. During the year ended December 31, 1999, Olympus assigned
its position in pay-fixed interest rate swap agreements totalling $40,000 to
an affiliate.

  The following table summarizes the notional amounts outstanding and weighted
average interest rate data for all swaps.



                                                                   December 31,
                                                                   -------------
   Pay Fixed Swaps:                                                 1998    1999
   ----------------                                                -------  ----
                                                                      
   Notional amount................................................ $40,000  $--
   Average receive rate...........................................    5.47%  --
   Average pay rate...............................................    7.68%  --


4. Limited Partners' Interests and General Partners' Equity (Deficiency):

  Olympus' equity includes Preferred Limited Partner, General and Limited
Partner Interests. The Preferred Limited Partner interests are nonvoting, do
not participate in the profits and losses of Olympus and, prior to October 1,
1999, provided for a priority return of 16.5% per annum (payable quarterly).
In the event that any priority return was not paid when due, such unpaid
amounts accrued additional return at a rate of 16.5% per annum. In conjunction
with the redemption of FPL Group's partnership interests, the accrual and
payment of priority return on the Preferred Limited Partner interests were
discontinued. Effective December 31, 1999, Adelphia converted Olympus' amounts
due to affiliates into a general partner capital contribution.

5. Commitments and Contingencies:

  Olympus rents office space, tower sites, and space on utility poles under
leases with terms that are generally less than one year or under agreements
that are generally cancelable on short notice. Total rental expense under all
operating leases aggregated $1,614, $1,974 and $2,501 for 1997, 1998 and 1999,
respectively.

  In connection with certain obligations under existing franchise agreements,
Olympus obtains surety bonds guaranteeing performance to municipalities and
public utilities. Payment is required only in the event of nonperformance.
Management believes Olympus has fulfilled all of its obligations such that no
payments under surety bonds have been required.

  The cable television industry and Olympus are subject to extensive
regulation at the federal, state and local levels. Pursuant to the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act"), which significantly expanded the scope of regulation of certain
subscriber rates and a number of other matters in the cable industry, the FCC
adopted rate regulations that establish, on a system-by-system basis, maximum
allowable rates for (i) basic and cable programming services (other than
programming offered on a per-channel or per-program basis), based upon a
benchmark methodology or, in the alternative, a cost of service showing and
(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, and the FCC will regulate rates for regulated cable programming
services in response to complaints filed with the agency. The original rate
regulations became effective on September 1, 1993. Several amendments to the
rate regulations have subsequently been added.

  The FCC has adopted regulations implementing virtually 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 Telecommunications Act

                                      42


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

of 1996 (the "1996 Act") deregulated the rates for cable programming services
on March 31, 1999. Olympus cannot predict the effect or outcome of the future
rulemaking proceedings, changes to the rate regulations or litigation.

  On May 26, 1999, Adelphia announced that it had agreed to swap certain cable
systems with Comcast Corporation ("Comcast") and Jones Intercable, Inc.
("Jones") in a geographic rationalization of the companies' respective
markets. Comcast will receive Olympus' Ft. Myers, FL system in exchange for
certain assets of approximately equal value. The system swaps are subject to
customary closing conditions and regulatory approvals and are expected to
close by mid-2000.

6. Employee Benefit Plans:

  Olympus participates in the Adelphia 401(k) and stock value plan ("the
Plan") which provides that eligible full-time employees may contribute from 2%
to 16% of their pre-tax compensation subject to certain limitations. Olympus
matches contributions not exceeding 1.5% of each participant's pre-tax
compensation. During the years ended 1997, 1998 and 1999 no significant
matching contributions were made by Olympus. The Plan also provides for
certain stock incentive awards on an annual basis.

  In 1999, Olympus also began participation in an Adelphia stock incentive
plan which provides certain management level employees with compensation
bonuses based on Adelphia Class A common stock performance. Adelphia allocated
costs associated with these plans to Olympus of approximately $846 for the
year ended December 31, 1999.

7. Taxes on Income:

  Certain subsidiaries of Olympus are corporations that file separate federal
and state income tax returns. At December 31, 1999, these subsidiaries had net
operating loss carryforwards for federal income tax purposes of approximately
$192,193 expiring through 2019. The partnership investments of Olympus are
entities for which the filing of returns and related tax liabilities are the
responsibility of the individual owners.

  Deferred income taxes reflect the net tax effects of: (a) temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
(b) operating loss and tax credit carryforwards.

  The tax effects of significant items comprising Olympus' net deferred tax
liability as of December 31, 1998 and 1999 are as follows:



                                                             December 31,
                                                           ------------------
                                                             1998      1999
                                                           --------  --------
                                                               
   Deferred tax liabilities:
     Differences between book and tax basis of property,
      plant and equipment and intangible assets........... $ 88,360  $ 85,818
                                                           --------  --------
   Deferred tax assets:
     Operating loss carryforwards.........................   71,391    73,971
     Other................................................      233       284
     Valuation allowance..................................  (24,215)  (28,854)
                                                           --------  --------
       Subtotal...........................................   47,409    45,401
                                                           --------  --------
     Net deferred tax liability........................... $ 40,951  $ 40,417
                                                           ========  ========



                                      43


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

  The net change in the valuation allowance in 1999 was an increase of $4,639.

  The income tax (expense) benefit for the years ended December 31, 1997, 1998
and 1999 is as follows:



                                                                 Year Ended
                                                                December 31,
                                                              ------------------
                                                              1997   1998   1999
                                                              -----  -----  ----
                                                                   
   Federal:
     Current................................................. $  --  $  --  $ --
     Deferred................................................   (46)   (99)  452
   State:
     Current.................................................    31     --    --
     Deferred................................................   (36)   (16)   82
                                                              -----  -----  ----
                                                              $(51)  $(115) $534
                                                              =====  =====  ====


  Reconciliations between the statutory federal income tax rate and Olympus'
effective income tax rate as a percentage of loss before income taxes are as
follows:



                                                                 Year Ended
                                                                December 31,
                                                               ----------------
                                                               1997  1998  1999
                                                               ----  ----  ----
                                                                  
   Statutory federal income tax rate.......................... (35)% (35)% (35)%
   Change in valuation allowance..............................    8%   17%    7%
   Operating losses passed through to partners................   27%   20%   28%
   State taxes, net of federal benefit........................    0%  (1)%  (1)%
                                                               ----  ----  ----
   Effective income tax rate..................................    0%    1%  (1)%
                                                               ====  ====  ====


8. Disclosures about Fair Value of Financial Instruments:

  Included in Olympus' financial instrument portfolio are cash, notes payable
to banks, Senior Notes, a note payable to FPL Group and interest rate swaps.
The carrying values of the notes payable to banks approximate their fair
values at December 31, 1999. The fair value of the Senior Notes exceeded their
carrying value by approximately $28,000 and $5,500 at December 31, 1998 and
1999, respectively. The carrying value of the note payable to FPL Group
exceeded its fair value by approximately $4,500 at December 31, 1999. At
December 31, 1998, Olympus would have been required to pay approximately
$1,327 to settle its interest rate swap agreements, representing the
difference between fair value and carrying value of these agreements. The fair
values of the debt and interest rate swaps were based upon quoted market
prices of similar instruments or on rates available to Olympus for instruments
of similar remaining maturities.

9. Transactions with Related Parties:

  Olympus has an agreement with a subsidiary of Adelphia which provides for
the payment of management fees by Olympus. The amount and payment of these
fees is subject to restrictions contained in the partnership agreements.

  Olympus has periodically received funds from and advanced funds to Adelphia
and other affiliates. Olympus was charged $6,600, $9,582 and $47,644 of
interest on such net payables for 1997, 1998 and 1999, respectively.


                                      44


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)

  At January 1, 1998, Olympus had interest rate swaps with an affiliate for a
notional amount of $140,000 for Receive Fixed Swaps. These swaps expired
during 1998. The net effect of these interest rate swaps was to decrease
interest expense by $2,308 and $2,033 in 1997 and 1998, respectively.

  Effective October 1, 1997, Olympus completed the acquisition of all of the
partnership interests of National from Hilton Head, an entity controlled by
the family of John Rigas (principal shareholder of Adelphia), for a purchase
price of approximately $118,000 (see Note 1).

  Adelphia allocated $1,886 to Olympus in 1999 in connection with certain
rebates received by Adelphia from General Instruments Corporation. The rebate
was recorded as a reduction of operating plant and equipment.

                                      45


                 OLYMPUS COMMUNICATIONS, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            (Dollars in thousands)


10. Quarterly Financial Data (unaudited):

  The following tables summarize the financial results of Olympus for each of
the quarters in the years ended December 31, 1998 and 1999.



                                               Three Months Ended
                                   --------------------------------------------
                                   March 31  June 30   September 30 December 31
                                   --------  --------  ------------ -----------
                                                        
Year Ended December 31, 1998:
Revenues.........................  $ 50,918  $ 51,198    $ 54,380    $ 59,146
                                   --------  --------    --------    --------
Operating expenses:
 Direct operating and
  programming....................    17,285    17,663      18,376      20,547
 Selling, general and
  administrative.................     9,043     8,827       9,287      10,563
 Depreciation and amortization...    12,250    11,998      12,890      14,795
 Management fees to managing
  affiliate......................     2,698     2,888       3,769       3,819
                                   --------  --------    --------    --------
   Total.........................    41,276    41,376      44,322      49,724
                                   --------  --------    --------    --------
Operating income.................     9,642     9,822      10,058       9,422
                                   --------  --------    --------    --------
Other income (expense):
 Interest expense................   (12,733)  (12,693)    (13,825)    (13,971)
 Interest expense--affiliates....    (1,942)   (1,959)     (2,711)     (2,970)
 Gain on sale of assets (see
  Note 2)........................        --        --          --       7,215
 Other...........................       370       613         176        (473)
                                   --------  --------    --------    --------
   Total.........................   (14,305)  (14,039)    (16,360)    (10,199)
                                   --------  --------    --------    --------
Loss before income taxes.........    (4,663)   (4,217)     (6,302)       (777)
Income tax expense...............        --       (28)        (56)        (31)
                                   --------  --------    --------    --------
Net loss.........................    (4,663)   (4,245)     (6,358)       (808)
Priority return on preferred and
 senior limited partner
 interests.......................   (20,792)  (21,923)    (22,876)    (23,865)
                                   --------  --------    --------    --------
Net loss of general and limited
 partners after priority return..  $(25,455) $(26,168)   $(29,234)   $(24,673)
                                   ========  ========    ========    ========
Year Ended December 31, 1999:
Revenues.........................  $ 64,866  $ 63,351    $ 64,640    $ 65,210
                                   --------  --------    --------    --------
Operating expenses:
 Direct operating and
  programming....................    22,952    21,912      22,761      24,192
 Selling, general and
  administrative.................    11,742    11,254      11,412      12,011
 Depreciation and amortization...    18,259    18,141      17,718      18,007
 Management fees to managing
  affiliate......................     3,543     5,913       3,868       9,898
                                   --------  --------    --------    --------
   Total.........................    56,496    57,220      55,759      64,108
                                   --------  --------    --------    --------
Operating income.................     8,370     6,131       8,881       1,102
                                   --------  --------    --------    --------
Other income (expense):
 Interest expense................   (12,075)   (7,521)     (5,343)    (13,543)
 Interest expense--affiliates....    (5,269)  (13,266)    (16,566)    (12,543)
 Other (expense) income..........        --      (120)       (273)        561
                                   --------  --------    --------    --------
   Total.........................   (17,344)  (20,907)    (22,182)    (25,525)
                                   --------  --------    --------    --------
Loss before income taxes.........    (8,974)  (14,776)    (13,301)    (24,423)
Income tax (expense) benefit.....       (86)      (94)        (94)        808
                                   --------  --------    --------    --------
Net loss.........................    (9,060)  (14,870)    (13,395)    (23,615)
Priority return on preferred and
 senior limited partner
 interests.......................   (24,626)  (25,940)    (27,324)         --
                                   --------  --------    --------    --------
Net loss of general and limited
 partners after priority return..  $(33,686) $(40,810)   $(40,719)   $(23,615)
                                   ========  ========    ========    ========



                                      46


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

  Not applicable.

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers of the Registrant

  The directors and executive officers of the Adelphia subsidiary which is the
managing general partner of the Company, ACP Holdings, Inc. ("ACP Holdings")
are:



 Name                               Age Position
 ----                               --- --------
                                  
 John J. Rigas....................   75 Chairman, President and Director of ACP Holdings
 Michael J. Rigas.................   46 Executive Vice President and Director of ACP
                                         Holdings
 Timothy J. Rigas.................   43 Executive Vice President, Treasurer and Director of
 ACP Holdings James P. Rigas......   42 Executive Vice President and Director of ACP
                                         Holdings


  John J. Rigas is Chairman and President of ACP Holdings and is the founder,
Chairman, Chief Executive Officer and President of Adelphia. Mr. Rigas has
owned and operated cable television systems since 1952. Among his business and
community service activities, Mr. Rigas is Chairman of the Board of Directors
of Citizens Bank Corp., Inc., Coudersport, Pennsylvania and a member of the
Board of Directors of the Charles Cole Memorial Hospital. He is a director of
the National Cable Television Association and a member of its Pioneer
Association and a past President of the Pennsylvania Cable Television
Association. He is also a member of the board of directors of C-SPAN and the
Cable Advertising Bureau, and is a Trustee of St. Bonaventure University. He
graduated from Rensselaer Polytechnic Institute with a B.S. in Management
Engineering in 1950.

  John J. Rigas is the father of Michael J. Rigas, Timothy J. Rigas and James
P. Rigas, each of whom currently serves as a director and executive officer of
ACP Holdings.

  Michael J. Rigas is an Executive Vice President of ACP Holdings, Executive
Vice President, Operations of Adelphia and a Vice President of Adelphia's
other subsidiaries. He has been with Adelphia since 1981, and with ACP
Holdings since its inception in 1989. From 1979 to 1981, he worked for
Webster, Chamberlain & Bean, a Washington, D.C. law firm. Mr. Rigas graduated
from Harvard University (magna cum laude) in 1976 and received his J.D. degree
from Harvard Law School in 1979.

  Timothy J. Rigas is an Executive Vice President and Treasurer of ACP
Holdings, Executive Vice President, Chief Financial Officer and Treasurer of
Adelphia, and a Vice President of Adelphia's other subsidiaries. He has been
with Adelphia since 1979, and with ACP Holdings since its inception in 1989.
Mr. Rigas graduated from the University of Pennsylvania, Wharton School, with
a B.S. degree in Economics (cum laude) in 1978.

  James P. Rigas is an Executive Vice President of ACP Holdings, Executive
Vice President, Strategic Planning of Adelphia and a Vice President of
Adelphia's other subsidiaries. He has been with Adelphia since 1986, and with
ACP Holdings since its inception in 1989. Mr. Rigas graduated from Harvard
University (magna cum laude) in 1980 and received a J.D. degree and an M.A.
degree in Economics from Stanford University in 1984. From June 1984 to
February 1986, he was a consultant with Bain & Co., a management consulting
firm.

ITEM 11. EXECUTIVE COMPENSATION

  Neither the Company nor ACP Holdings has any employment contracts in effect
with the executive officers of ACP Holdings, including any compensatory plans
or arrangements resulting from the resignation, retirement

                                      47


or other termination of such executive officers of ACP Holdings. Each of the
executive officers of ACP Holdings is an executive officer of Adelphia. As
executive officers of Adelphia, such individuals are parties to employment
contracts with Adelphia and are compensated by Adelphia in accordance with the
decisions of the Compensation Committee of the Board of Directors of Adelphia.
Pursuant to the Partnership Agreement, the Company pays Adelphia a management
fee representing an allocation of the corporate overhead of Adelphia, which
includes a portion for executive salaries.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  ACP Holdings serves as the managing general partner of the Company and holds
all voting general partnership interests. ACC Holdings II, LLC holds a .1%
limited partnership interest. On October 1, 1999, Olympus redeemed the
partnership interests owned by FPL Group for approximately $108 million. The
address of Adelphia and the Company is One North Main Street, Coudersport,
Pennsylvania 16915. The telephone number for both is 814-274-9830.

The Partnership Agreement

  The Company is a limited partnership formed under the laws of the state of
Delaware. The following summary of certain of the terms of the Second Amended
and Restated Limited Partnership Agreement dated as of February 28, 1995, as
amended by amendments dated as of September 1, 1995, March 29, 1996, June 27,
1996 and October 1, 1999 (the "Partnership Agreement") is qualified in its
entirety by the Partnership Agreement, copies of which are available upon
request therefor from the Company. Terms used in this summary and not
otherwise defined shall have the meaning ascribed thereto in the Partnership
Agreement.

  The Company was formed for the general purpose of engaging in the media,
telecommunications and communications business including, without limitation,
the acquisition of cable television systems and interests engaged therein, the
competitive access/alternate access business, electronic security monitoring
and any other activity necessary, appropriate, desirable or incidental
thereto, subject to obtaining Partner consents, if any, required under the
terms of the Partnership Agreement. An objective and the intent of the Company
and its Partners, through themselves and through the Company and their
respective parent entities and affiliates is to seek, explore, identify and
promote areas of potential further joint venturing, cooperation, investment,
strategic alliance and enterprise among the Partners with respect to the
media, telecommunications and communications business, including without
limitation potential areas such as personal communication services, alternate
access and other telephone services, and fiber optics applications generally,
subject to obtaining Partner consents, if any, required under the terms of the
Partnership Agreement.

  ACP Holdings is the Managing General Partner and a Preferred Limited Partner
of the Company. The Partnership Agreement provides that the Managing General
Partner shall own at least fifty percent of the aggregate general and limited
partnership voting interests ("Units") of the Company.

  The following is a summary of certain terms of the Partnership Agreement as
of December 31, 1999, which are subject to modification by the partners of
Olympus. The Managing General Partner has the sole right to manage and control
the affairs of the Company and its direct affiliates and is authorized and
empowered to carry out and implement any and all of the purposes of the
Company pursuant to the terms of the Partnership Agreement. The Company pays
to Adelphia, on a quarterly basis, an amount representing an allocation of the
corporate overhead of Adelphia and its subsidiaries with respect to the
Company for such period, which allocation is based generally upon the ratio of
the Company's cable subscribers to the total cable subscribers owned or
managed by Adelphia. The Company is entitled to receive the benefits (on an
average cost basis) of any programming or purchasing agreements available to
Adelphia or one of its affiliates if such benefits are permitted to be passed
through to the Company. Although the Partnership Agreement does not prohibit
the Partners from engaging in or possessing an interest in other business
ventures or activities of any nature and description, there are certain
limitations on the activities of the Partners, including (i) prior to any
Partner or its

                                      48


affiliates acquiring a direct or indirect beneficial ownership interest in a
cable system (other than as a passive investor in a cable system of less than
one percent of the outstanding equity interests in any publicly traded person)
in the state of Florida or in any cable system outside of the state of Florida
within 100 miles of any head-end site of the Company, such cable system shall
be offered to the Company, (ii) any transaction between the Company and the
Managing General Partner or its affiliates must be on terms at least as
favorable to the Company as those available to unrelated parties, (iii)
certain transactions (as described below) must be approved by a Majority-in-
Interest of the Partners and (iv) certain transactions (as described below)
must be approved by a Super Majority-in-Interest of the Partners. The
following transactions require the approval of a Majority-in-Interest of the
Partners (more than 75% of the Units) (i) any amendment to the Partnership
Agreement, (ii) election of an additional or substitute Managing General
Partner, (iii) dissolution or liquidation, (iv) incorporation, (v) borrowings
or refinancings of borrowings in excess of $5,000,000, (vi) the issuance of
any PLP or SLP interests, (vii) adoption or amendment of the annual operating
budget or capital budget of the Company, subject to certain exceptions, (viii)
transactions with Partners or their affiliates not otherwise specifically
permitted by the Partnership Agreement, (ix) change or reorganization of the
Company into any other legal form of organization, (x) loaning of funds of the
Company or acting as a Guarantor except as permitted by the Partnership
Agreement, (xi) admission of new partners, (xii) the selection of a new
independent certified public accountant and (xiii) the acquisition of less
than 95 percent of any other company or partnership. The approval of a Super
Majority-in-Interest of the Partners (more than 85% of the Units) of the
Company is required to approve (i) the filing on behalf of the Company of a
petition in bankruptcy or insolvency, (ii) the sale, trade, exchange or other
disposition of assets of the Company other than in the ordinary course of
business and other than transactions involving less than 5,000 cable
subscribers per fiscal year, (iii) the purchase or other acquisition from a
third-party owner of any CATV systems or subscribers other than line or plant
extensions or other transactions involving less than 5,000 cable subscribers,
(iv) any call for additional Capital Contributions beyond that expressly
permitted by the Partnership Agreement and (v) the issuance of any partnership
Units in the Company or General Partner, Limited Partner or Managing General
Partner Interests.

  The term of the Company is until December 31, 2019. Under certain
circumstances prior to the end of such term, if a disagreement occurs over a
Fundamental Issue, at the election of the Managing General Partner, the
Partners have certain buy-sell rights regarding their partnership interests in
the event that the dispute cannot be resolved. A "Fundamental Issue" under the
Partnership Agreement includes any of the following matters for which the
Managing General partner has sought required approval from the other Partners
of Olympus but such approval has not been granted: material amendments to the
Partnership Agreement; annual operating or capital budgets that have been
proposed but not approved for at least one year; the election of a substitute
or additional Managing General Partner; certain financings; a change to the
Partnership's legal form of organization; the admission of a new partner to
the Partnership; and significant sales or dispositions of assets.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Pursuant to the Partnership Agreement, the Company pays to Adelphia, on a
quarterly basis, an amount representing an allocation of the corporate
overhead of Adelphia and its subsidiaries with respect to the Company for such
period, which allocation is based generally upon the ratio of the Company's
cable subscribers to the total cable subscribers owned or managed by Adelphia.
Amounts of such fees paid for 1999 were $22.9 million.

  The Company has periodically received funds from and advanced funds to
Adelphia and Doris Holdings, L.P. and Highland Holdings, partnerships
controlled by the Rigas family. The Company was charged $47.6 million of
interest on such net payables for 1999. Effective December 31, 1999, Adelphia
converted Olympus' amounts due to affiliates into a general partner capital
contribution.

  Incorporated herein by reference is Note 9 and the fourth paragraph of
Note 3 to the Consolidated Financial Statements filed under Item 8 of
this Form 10-K.

                                      49


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

  Financial Statements, schedules and exhibits not listed have been omitted
where the required information is included in the consolidated financial
statements or notes thereto, or is not applicable or required.

  (a) (1) A listing of the consolidated financial statements, notes and
independent auditors' report required by Item 8 are listed in the Index in
Item 8 of this Annual Report on Form 10-K.

    (2) Financial Statement Schedules:

      The following are included in this Report:

        Schedule I--Condensed Financial Information of the Registrant

        Schedule II--Valuation and Qualifying Accounts

    (3) Exhibits



 Exhibit
   No.                                 Description
 -------                               -----------
      
  3.1    Certificate of Limited Partnership of Olympus Communications, L.P.,
         together with all amendments thereto. (Incorporated herein by
         reference is Exhibit 99.03 to Adelphia Communications Corporation's
         Current Report on Form 8-K dated December 16, 1996.) (File
         Number 0-16014)

  3.2    Certificate of Incorporation of Olympus Capital Corporation.
         (Incorporated herein by reference is Exhibit 99.01 to Adelphia
         Communications Corporation's Current Report on Form 8-K dated December
         16, 1996.) (File Number 0-16014)

  3.3    Bylaws of Olympus Capital Corporation. (Incorporated herein by
         reference is Exhibit 99.02 to Adelphia Communications Corporation's
         Current Report on Form 8-K dated December 16, 1996.) (File
         Number 0-16014)

  3.4    Olympus Communications, L.P. Second Amended and Restated Limited
         Partnership Agreement, dated as of February 28, 1995. (Incorporated
         herein by reference is Exhibit 10.32 of the Adelphia Communications
         Corporation's Annual Report on Form 8-K for the fiscal year ended
         March 31, 1995.) (File Number 0-16014)

  3.5    First Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated September 1, 1995.
         (Incorporated herein by reference is Exhibit 10.33 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.6    First Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated March 29, 1996.
         (Incorporated herein by reference is Exhibit 10.34 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.7    Second Amendment to the Olympus Communications, L.P. Second Amended
         and Restated Limited Partnership Agreement, dated June 27, 1996.
         (Incorporated herein by reference is Exhibit 10.35 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.8*   Third Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated October 1, 1999.

  4.1    Indenture, dated as of November 12, 1996, between the Registrants and
         Bank of Montreal Trust Company. (Incorporated herein by reference is
         Exhibit 10.02 to Adelphia Communications Corporation's Current Report
         on Form 8-K dated December 16, 1996.) (File Number 0-16014)


                                      50




 Exhibit
   No.                                 Description
 -------                               -----------
      
  4.2    Form of Note. (contained in Indenture filed as Exhibit 4.1.)

 10.1    Revolving Credit Facility among Adelphia Cable Partners, L.P.,
         Southeast Florida Cable, Inc., West Boca Acquisition Limited
         Partnership and Toronto-Dominion (Texas), Inc., as Administrative
         Agent, dated May 12, 1995. (Incorporated herein by reference is
         exhibit 10.03 to Adelphia Communications Corporation's Current Report
         on Form 8-K dated June 30, 1995.) (File Number 0-16014)

 10.2    Amended Credit Agreement, dated as of March 29, 1996, among Highland
         Video Associates L.P., Telesat Acquisition Limited Partnership, Global
         Acquisition Partners, L.P., the various financial institutions as
         parties thereto, Bank of Montreal as syndication agent, Chemical Bank
         as documentation agent, and the Bank of Nova Scotia as administrative
         agent. (Incorporated herein by reference is Exhibit 10.37 to Adelphia
         Communications Corporation's Current Report on Form 8-K dated June 19,
         1996.) (File Number 0-16014)

 10.3    First Amendment, dated as of July 31, 1998 for the Amended and
         Restated Credit Agreement dated of as March 29, 1996 (Incorporated
         here in by reference is Exhibit 10.2 to Olympus' Form 8-K dated April
         2, 1999.) (File Number 333-19327)

 10.4    Purchase and Sale Agreement by and among Cable TV Fund 12-A, LTD (as
         seller), Jones Intercable, Inc. and Olympus Communications, L.P.
         (Incorporated herein by reference is Exhibit 10.1 to Olympus' Form 8-K
         dated April 2, 1999.) (File Number 333-19327)

 10.5    Form of Management Fee Subordination Agreement. (contained as Annex A
         in Indenture filed as Exhibit 4.1 herein.)

 10.6*   Redemption Agreement between Olympus Communications, LP and Cable GP,
         Inc., dated as of October 1, 1999.

 10.7*   Term Note from Ft Myers Acquisition Limited Partnership dated October
         1, 1999.

 10.8    Bank Credit Facility dated May 6, 1999 among the borrowers and lenders
         named therein (incorporated herein by reference to Exhibit 10.1 to
         Current Report on Form 8-K for the event dated September 16, 1999
         filed by Adelphia Communications Corporation.) (File Number 0-16014)

 21.1*   Subsidiaries of the Registrant.

 27.1*   Financial Data Schedule.

- --------
* Filed herewith.

  The Registrant will furnish to the Commission upon request copies of
instruments not filed herewith which authorize the issuance of long-term
obligations of Registrant not in excess of 10% of the Registrant's total
assets on a consolidated basis.

  (b) The Registrant filed a Form 8-K on October 15, 1999, which reported
information under Items 1 and 5 thereof. No financial statements were filed
with such Form 8-K report.

  (c) The Company hereby files as exhibits to this Annual Report on Form 10-K
the exhibits set forth in Item 14(a)(3) hereof which are not incorporated by
reference.

  (d) The Company hereby files as financial statement schedules to this Annual
Report on Form 10-K the financial statement schedules set forth in Item
14(a)(2) hereof.

                                      51


                   Supplemental Information To Be Furnished
                With Reports Filed Pursuant To Section 15(D) Of
                The Exchange Act By Registrant's Which Have Not
                Registered Securities Pursuant To Section 12 Of
                               The Exchange Act

  Other than a copy of this Form 10-K, no annual report or proxy material has
been or will be sent to security holders of Olympus Communications, L.P.

                                      52


                            SCHEDULE I (Page 1 of 4)

                          OLYMPUS COMMUNICATIONS, L.P.
      Condensed Information as to the Financial Position of the Registrant
                             (Dollars in thousands)



                                                               December 31,
                                                            -------------------
                                                              1998       1999
                                                            ---------  --------
                                                                 
ASSETS:
Investment in cable television subsidiaries................ $ 292,901  $672,524
Other assets--net..........................................     4,923     4,398
                                                            ---------  --------
    Total.................................................. $ 297,824  $676,922
                                                            =========  ========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY):
10 5/8% Senior Notes due 2006.............................. $ 200,000  $203,537
Other debt.................................................     1,000        --
Unsecured notes and payables to cable television
 subsidiaries and affiliates, net..........................   183,731    93,893
Accrued priority return on PLP interests...................    36,397    38,542
Accrued interest and other liabilities.....................    12,643    11,557
                                                            ---------  --------
    Total liabilities......................................   433,771   347,529
Total partners' equity (deficiency)--[see consolidated
 financial statements included herein for details].........  (135,947)  329,393
                                                            ---------  --------
    Total.................................................. $ 297,824  $676,922
                                                            =========  ========





        See notes to condensed financial information of the Registrant.

                                       53


                            SCHEDULE I (Page 2 of 4)

                          OLYMPUS COMMUNICATIONS, L.P.
          Condensed Information as to the Operations of the Registrant
                             (Dollars in thousands)



                                                  Year Ended December 31,
                                                 ----------------------------
                                                   1997      1998      1999
                                                 --------  --------  --------
                                                            
INCOME:
Income from subsidiaries and affiliates......... $  5,451  $  6,439  $  7,843
                                                 --------  --------  --------
EXPENSES:
Operating expenses and fees to subsidiaries.....      225        27        13
Amortization....................................      660       511       747
Interest expense................................   25,414    17,948    19,934
Interest expense to subsidiaries and
 affiliates.....................................   13,522    16,736    49,565
Management fees to Managing Affiliate...........    9,566    13,154    22,851
                                                 --------  --------  --------
  Total.........................................   49,387    48,376    93,110
                                                 --------  --------  --------
Loss before equity in net income of
 subsidiaries...................................  (43,936)  (41,937)  (85,267)
Equity in net income of subsidiaries............   24,134    25,863    24,327
                                                 --------  --------  --------
Net loss........................................ $(19,802) $(16,074) $(60,940)
                                                 ========  ========  ========





        See notes to condensed financial information of the Registrant.

                                       54


                            SCHEDULE I (Page 3 of 4)

                          OLYMPUS COMMUNICATIONS, L.P.
          Condensed Information as to the Cash flows of the Registrant
                             (Dollars in thousands)



                                                    Year Ended December 31,
                                                  -----------------------------
                                                    1997      1998      1999
                                                  --------  --------  ---------
                                                             
Cash flows from operating activities:
 Net loss........................................ $(19,802) $(16,074) $ (60,940)
  Adjustments to reconcile net loss to net cash
   used for operating activities:
  Equity in net income of subsidiaries...........  (24,134)  (25,863)   (24,327)
  Amortization...................................      660       511        747
  Non cash interest..............................    7,993        --       (129)
  Change in operating assets and liabilities, net
   of
   effects of acquisitions:
   Other assets..................................     (385)     (134)      (222)
   Accrued interest and other liabilities........   (2,412)   (1,145)    (1,086)
                                                  --------  --------  ---------
Net cash used for operating activities...........  (38,080)  (42,705)   (85,957)
                                                  --------  --------  ---------
Cash flows from investing activities:
 Investment in subsidiaries......................   (5,020)  (10,469)  (248,741)
 Proceeds from sale of assets....................       --    10,469         --
 Advances from subsidiaries and related parties..   51,700    80,105    330,748
                                                  --------  --------  ---------
Net cash provided by investing activities........   46,680    80,105     82,007
                                                  --------  --------  ---------
Cash flows from financing activities:
 Payments of priority returns....................  (74,129)  (75,300)   (42,825)
 Repayments of debt..............................  (25,000)  (44,000)    (1,000)
 Issuance of preferred limited partner
  interests......................................   80,729    81,900     47,775
 Capital contributions...........................    9,800        --         --
                                                  --------  --------  ---------
Net cash (used for) provided by financing
 activities......................................   (8,600)  (37,400)     3,950
                                                  --------  --------  ---------
Change in cash and cash equivalents..............       --        --         --
                                                  --------  --------  ---------
Cash and cash equivalents, beginning of year.....       --        --         --
                                                  --------  --------  ---------
Cash and cash equivalents, end of year........... $     --  $     --  $      --
                                                  ========  ========  =========
Supplemental disclosure of cash flow activity--
 cash payments for interest...................... $ 31,080  $ 34,392  $  70,494
                                                  ========  ========  =========


        See notes to condensed financial information of the Registrant.

                                       55


                           SCHEDULE I (Page 4 of 4)

                         OLYMPUS COMMUNICATIONS, L.P.
          Notes to Condensed Financial Information of the Registrant
                            (Dollars in thousands)

1. Notes Payable to Subsidiaries and Affiliates:

  Olympus Communications, L.P. ("Olympus") has periodically received funds
from and advanced funds to subsidiaries and affiliates. These balances, some
of which eliminate upon preparation of the consolidated financial statements,
totaled $183,731 and $93,893 at December 31, 1998 and 1999, respectively.
Olympus paid $13,522, $16,736 and $49,565 of interest expense on certain of
these net payables to subsidiaries and affiliates during 1997, 1998 and 1999,
respectively. Interest was charged at rates ranging from 2.2% to 16.5%.

                                      56


                                  SCHEDULE II

                          OLYMPUS COMMUNICATIONS, L.P.
                       VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)



                                   Balance at Charged to               Balance
                                   Beginning  Costs and  Deductions--  at End
                                   of Period   Expenses   Write-Offs  of Period
                                   ---------- ---------- ------------ ---------
                                                          
Year Ended December 31, 1997
Allowance for Doubtful Accounts..   $   612     $3,836      $3,826     $   622
                                    =======     ======      ======     =======
Valuation Allowance for Deferred
 Tax Assets......................   $20,076     $1,497      $   --     $21,573
                                    =======     ======      ======     =======
Year Ended December 31, 1998
Allowance for Doubtful Accounts..   $   622     $4,339      $4,245     $   716
                                    =======     ======      ======     =======
Valuation Allowance for Deferred
 Tax Assets......................   $21,573     $2,642      $   --     $24,215
                                    =======     ======      ======     =======
Year Ended December 31, 1999
Allowance for Doubtful Accounts..   $   716     $6,058      $5,902     $   872
                                    =======     ======      ======     =======
Valuation Allowance for Deferred
 Tax Assets......................   $24,215     $4,639      $   --     $28,854
                                    =======     ======      ======     =======


                                       57


                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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.

                                          Olympus Communications, L.P.

                                          By: ACP Holdings, Inc.
                                          Managing General Partner

                                                   /s/ Timothy J. Rigas
                                          By:__________________________________
                                          Timothy J. Rigas,
                                          Executive Vice President, Treasurer,
                                          Principal Accounting Officer and
                                          Principal Financial Officer of ACP
                                          Holdings, Inc.

                                          Olympus Capital Corporation

                                                   /s/ Timothy J. Rigas
                                          By:__________________________________
                                          Timothy J. Rigas,
                                          Executive Vice President, Treasurer,
                                          Principal Accounting Officer and
                                          Principal Financial 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.

                                                     /s/ John J. Rigas
                                          _____________________________________
                                          John J. Rigas,
                                          Chairman, President and Director of
                                          ACP Holdings, Inc. and President and
                                          Director of Olympus Capital
                                          Corporation

                                                   /s/ Timothy J. Rigas
                                          _____________________________________
                                          Timothy J. Rigas,
                                          Executive Vice President, Treasurer,
                                          Principal Financial Officer,
                                          Director and Principal Accounting
                                          Officer of ACP Holdings, Inc. and
                                          Olympus Capital Corporation

                                                   /s/ Michael J. Rigas
                                          _____________________________________
                                          Michael J. Rigas,
                                          Executive Vice President and
                                          Director of ACP Holdings, Inc. and
                                          Olympus Capital Corporation

                                                    /s/ James P. Rigas
                                          _____________________________________
                                          James P. Rigas,
                                          Executive Vice President, and
                                          Director of ACP Holdings, Inc. and
                                          Olympus Capital Corporation

                                       58


                                 EXHIBIT INDEX



 Exhibit
   No.                                 Description
 -------                               -----------
      
  3.1    Certificate of Limited Partnership of Olympus Communications, L.P.,
         together with all amendments thereto. (Incorporated herein by
         reference is Exhibit 99.03 to Adelphia Communications Corporation's
         Current Report on Form 8-K dated December 16, 1996.) (File Number 0-
         16014)

  3.2    Certificate of Incorporation of Olympus Capital Corporation.
         (Incorporated herein by reference is Exhibit 99.01 to Adelphia
         Communications Corporation's Current Report on Form 8-K dated
         December 16, 1996.) (File Number 0-16014)

  3.3    Bylaws of Olympus Capital Corporation. (Incorporated herein by
         reference is Exhibit 99.02 to Adelphia Communications Corporation's
         Current Report on Form 8-K dated December 16, 1996.) (File Number 0-
         16014)

  3.4    Olympus Communications, L.P. Second Amended and Restated Limited
         Partnership Agreement, dated as of February 28, 1995. (Incorporated
         herein by reference is Exhibit 10.32 of the Adelphia Communications
         Corporation's Annual Report on Form 8-K for the fiscal year ended
         March 31, 1995.) (File Number 0-16014)

  3.5    First Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated September 1, 1995.
         (Incorporated herein by reference is Exhibit 10.33 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.6    First Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated March 29, 1996.
         (Incorporated herein by reference is Exhibit 10.34 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.7    Second Amendment to the Olympus Communications, L.P. Second Amended
         and Restated Limited Partnership Agreement, dated June 27, 1996.
         (Incorporated herein by reference is Exhibit 10.35 to Adelphia
         Communications Corporation's Annual Report on Form 10-K/A for the
         fiscal year ended March 31, 1996.) (File Number 0-16014)

  3.8*   Third Amendment to the Olympus Communications, L.P. Second Amended and
         Restated Limited Partnership Agreement, dated October 1, 1999.

  4.1    Indenture, dated as of November 12, 1996, between the Registrants and
         Bank of Montreal Trust Company. (Incorporated herein by reference is
         Exhibit 10.02 to Adelphia Communications Corporation's Current Report
         on Form 8-K dated December 16, 1996.) (File Number 0-16014)

  4.2    Form of Note. (contained in Indenture filed as Exhibit 4.1.)

 10.1    Revolving Credit Facility among Adelphia Cable Partners, L.P.,
         Southeast Florida Cable, Inc., West Boca Acquisition Limited
         Partnership and Toronto-Dominion (Texas), Inc., as Administrative
         Agent, dated May 12, 1995. (Incorporated herein by reference is
         exhibit 10.03 to Adelphia Communications Corporation's Current Report
         on Form 8-K dated June 30, 1995.) (File Number 0-16014)

 10.2    Amended Credit Agreement, dated as of March 29, 1996, among Highland
         Video Associates L.P., Telesat Acquisition Limited Partnership, Global
         Acquisition Partners, L.P., the various financial institutions as
         parties thereto, Bank of Montreal as syndication agent, Chemical Bank
         as documentation agent, and the Bank of Nova Scotia as administrative
         agent. (Incorporated herein by reference is Exhibit 10.37 to Adelphia
         Communications Corporation's Current Report on Form 8-K dated June 19,
         1996.) (File Number 0-16014)

 10.3    First Amendment, dated as of July 31, 1998 for the Amended and
         Restated Credit Agreement dated of as March 29, 1996 (Incorporated
         here in by reference is Exhibit 10.2 to Olympus' Form 8-K dated
         April 2, 1999.) (File Number 333-19327)





 Exhibit
   No.                                 Description
 -------                               -----------
      
 10.4    Purchase and Sale Agreement by and among Cable TV Fund 12-A, LTD (as
         seller), Jones Intercable, Inc. and Olympus Communications, L.P.
         (Incorporated herein by reference is Exhibit 10.1 to Olympus' Form 8-K
         dated April 2, 1999.) (File Number 333-19327)

 10.5    Form of Management Fee Subordination Agreement. (contained as Annex A
         in Indenture filed as Exhibit 4.1 herein.)

 10.6*   Redemption Agreement between Olympus Communications, LP and Cable GP,
         Inc., dated as of October 1, 1999.

 10.7*   Term Note from Ft Myers Acquisition Limited Partnership dated October
         1, 1999.

 10.8    Bank Credit Facility dated May 6, 1999 among the borrowers and lenders
         named therein (incorporated herein by reference to Exhibit 10.1 to
         Current Report on Form 8-K for the event dated September 16, 1999
         filed by Adelphia Communications Corporation.) (File Number 0-16014)

 21.1*   Subsidiaries of the Registrant.

 27.1*   Financial Data Schedule.

- --------
* Filed herewith.

EX-3.8

                                  EXHIBIT 3.8

                          OLYMPUS COMMUNICATIONS, L.P.

                             THIRD AMENDMENT TO THE
                          SECOND AMENDED AND RESTATED
                         LIMITED PARTNERSHIP AGREEMENT

          This Third Amendment dated as of October 1, 1999 to the Second Amended
and Restated Limited Partnership Agreement of Olympus Communications, L.P.
entered into as of February 28, 1995, by and among ACP Holdings, Inc., a
Delaware corporation ("ACP Holdings"), as the managing general partner (the
"Managing General Partner"), ACP Holdings, Inc., as a preferred limited partner
(a "Preferred Limited Partner"), Cable GP, Inc. a Florida corporation ("Cable
GP"), as the general partner (the "General Partner"), Cable GP, as the limited
partner (the "Limited Partner"), Cable GP, as a senior limited partner (the
"Senior Limited Partner"), Cable GP, as a special limited partner (a "Special
Limited Partner") and Cable GP, as a preferred limited partner (a "Preferred
Limited Partner" and together with the other Preferred Limited Partner, the
"Preferred Limited Partners").  The Managing General Partner, the General
Partner, the Limited Partner, the Special Limited Partner, the Preferred Limited
Partners and the Senior Limited Partner shall collectively be referred to as the
"Partners."

                                  WITNESSETH:

          WHEREAS, the ACP Holdings, Cable GP and Cable LP III, Inc. entered
into the Second Amended and Restated Limited Partnership Agreement as of
February 28, 1995 which Partnership Agreement has been amended (the "Partnership
Agreement") and agreed to be governed by the provisions of the Delaware Revised
Uniform Limited Partnership Act and the Partnership Agreement;



          WHEREAS, the Partners desire to execute this Third Amendment to the
Second Amended and Restated Limited Partnership Agreement to reflect the
amendment of certain provisions of the Partnership Agreement; and

          WHEREAS, each of the capitalized terms not defined herein shall have
the meaning ascribed to them in the Partnership Agreement.

          NOW, THEREFORE, in consideration of the mutual promises and covenants
herein and intending to be legally bound, the Partners agree as follows:

          1. The Partnership Agreement is hereby amended by adding the
following new Section 12.12:

               Redemption of Partnership Interests.  Notwithstanding the
               -----------------------------------
          provisions of Section 17-702(d) of the Delaware Revised Uniform
          Partnership Act, upon the Partnership's acquisition of an interest in
          the Partnership by purchase, redemption or otherwise, the Managing
          General Partner may determine that any such partnership interests will
          not be cancelled.

          2. This Third Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. Delivery of executed signature
pages hereof by facsimile transmission shall constitute effective and binding
execution and delivery hereof.

                                      -2-


          IN WITNESS WHEREOF, the undersigned have executed this Third Amendment
to the Second Amended and Restated Limited Partnership Agreement as of the date
first above written.
                             MANAGING GENERAL PARTNER:

                             ACP HOLDINGS, INC.


                              By:   /s/  Michael C. Mulcahey
                                   -------------------------
                              Name: Michael C. Mulcahey
                              Title: Assistant Treasurer



                             GENERAL PARTNER:

                             CABLE GP, INC.


                             By:  /s/  Dennis P. Coyle
                                  --------------------
                             Name:  Dennis P. Coyle
                             Title:  President


                             LIMITED PARTNER:

                             CABLE GP, INC.


                             By:  /s/  Dennis P. Coyle
                                  --------------------
                             Name:  Dennis P. Coyle
                             Title:  President


                             PREFERRED LIMITED PARTNERS:

                             ACP HOLDINGS, INC.


                              By:   /s/  Michael C. Mulcahey
                                   -------------------------
                              Name: Michael C. Mulcahey
                              Title: Assistant Treasurer

                                      -3-


                             CABLE GP, INC.


                             By:  /s/  Dennis P. Coyle
                                  --------------------
                             Name:  Dennis P. Coyle
                             Title:  President


                             SPECIAL LIMITED PARTNER:

                             CABLE GP, INC.

                             By:  /s/  Dennis P. Coyle
                                  --------------------
                             Name:  Dennis P. Coyle
                             Title:  President


                             SENIOR LIMITED PARTNER:

                             CABLE GP, INC.


                             By:  /s/  Dennis P. Coyle
                                  --------------------
                             Name:  Dennis P. Coyle
                             Title:  President

                                      -4-

EX-10.6

                                                                    EXHIBIT 10.6


                              REDEMPTION AGREEMENT

          THIS REDEMPTION AGREEMENT (this "Agreement"), made as of this 1st day
of October, 1999 by and among OLYMPUS COMMUNICATIONS, L.P., a Delaware limited
partnership ("Olympus"), and CABLE GP, INC., a Florida corporation ("Cable GP").

                                  WITNESSETH:
                                  ----------

          WHEREAS, Olympus owns all of the outstanding capital stock of West
Boca Security, Inc. ("West Boca"), a Delaware corporation (the "West Boca
Shares"); and

          WHEREAS, Cable GP is the owner of a General Partner interest in
Olympus (the "General Partner Interest") and is the owner of Limited Partner,
Preferred Limited Partner, Senior Limited Partner and Special Limited Partner
interests in Olympus (the "Limited Partner Interests" and, together with the
General Partner Interest, the "Interests"); and

          WHEREAS, Olympus desires to redeem and retire the Interests, and in
consideration for such redemption and retirement, transfer the West Boca Shares
to Cable GP;

          NOW, THEREFORE, in consideration of the foregoing and of the mutual
representations, warranties, covenants and promises contained herein, and
intending to be legally bound hereby, the parties hereto represent, warrant,
covenant and agree as follows:

                                  Article 1
                                 DEFINITIONS

          Definitions.  Capitalized terms used herein but not otherwise defined
          -----------
herein shall have the meanings ascribed to them in Annex I hereto.

                                  Article 2
                        TRANSFER OF WEST BOCA SHARES

                        Transfer of West Boca Shares.

        (a) At the Closing (as defined below), Olympus shall convey, transfer
and assign to Cable GP all of its right, title and interest in the West Boca
Shares and Cable GP shall accept and acquire from Olympus the West Boca
Shares.

        (b) At the Closing, Olympus shall deliver to Cable GP certificates
evidencing all of the West Boca Shares, together with such endorsements,
assignments and other good and sufficient instruments of transfer and
conveyance as shall be reasonably deemed necessary or appropriate by Cable GP
to vest in or confirm to Cable GP good and valid title to the West Boca
Shares, free and clear of all Liens.


                                  Article 3
                          REDEMPTION AND ADJUSTMENT

                                  Redemption.
        (a) At the Closing and subject to subsection (b) hereof, as
consideration for the assignment and transfer of the West Boca Shares, Cable
GP shall withdraw as a General Partner, Limited Partner, Preferred Limited
Partner, Senior Limited Partner and Special Limited Partner of Olympus, and
each shall remit and assign to Olympus for redemption all of its respective
right, title and interest as a General Partner and Limited Partner of Olympus,
and Olympus hereby shall receive and accept the Interests.

        (b) To secure the obligations of Ft. Myers Acquisition Limited
Partnership under the Ft. Myers Note, Olympus shall pledge the Interests
subject to Section 3.2 pursuant to a Pledge Agreement to be executed and
delivered at the Closing.

          Adjustment.  The Interests shall not be cancelled.  At the Closing,
          ----------
all of the interests of the remaining partners of Olympus shall be adjusted to
reflect the redemption of the Interests and such Interests shall not be
considered outstanding for purposes of exercising voting rights or allocation of
benefits or obligations to partners unless and until there is an Event of
Default under that certain Pledge Agreement between Olympus and West Boca
Security, Inc., and West Boca Security, Inc. exercises its remedies upon any
such Event of  Default.  Upon the occurrence of an Event of Default and the
exercise by West Boca Security, Inc. of its remedies under said Pledge
Agreement, the interests of the partners of Olympus shall be adjusted again to
reinstate to the Interests the same rights and obligations as prior to the
adjustments made pursuant to this Section 0.

                                  Article 4
                       REPRESENTATIONS AND WARRANTIES
                                 OF OLYMPUS

     Olympus represents and warrants to Cable GP that the following statements
are true and correct as of the Closing Date:

          Organization.  Olympus is a limited partnership, duly organized,
          ------------
validly existing and in good standing under the laws of the State of Delaware
with full partnership power and authority to engage in its business and
operations, to continue such business and operations as conducted at present and
to enter into this Agreement and perform the terms of this Agreement.  Olympus
is duly qualified to conduct business and is in good standing in those
jurisdictions where the conduct of its business or the nature of its assets
makes such qualification necessary.

          Title to West Boca Shares.  Olympus has good and valid title to the
          -------------------------
West Boca Shares, and Olympus has full power, authority and the absolute right
to transfer the West Boca Shares, free and clear of any and all Liens.  The West
Boca Shares represent all of the issued and outstanding shares of capital stock
of West Boca, and no other warrants, options, stock rights or other securities
of West Boca  have been issued or authorized.

                                       2


The West Boca Shares are duly authorized, validly issued, fully paid and non-
assessable and were not issued in violation of any preemptive right of
stockholders.

          Due Authorization.  This Agreement and the other Closing Documents
          -----------------
have been duly authorized by all necessary corporate action on the part of
Olympus and do not require the consent or approval of its partners or any
trustee or holder of any of its indebtedness or other obligations, except such
as has been duly obtained, given or accomplished.

          Execution.  This Agreement and the other Closing Documents have been
          ---------
duly executed and delivered by Olympus and, assuming the due authorization,
execution and delivery thereof by the other parties thereto, constitute, or upon
execution and delivery thereof, will constitute, the legal, valid and binding
obligations of Olympus enforceable in accordance with their respective terms,
except as the enforceability of any such agreement may be limited by applicable
bankruptcy, insolvency, reorganization or moratorium or other similar laws
relating to the right of creditors generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

          No Conflicts.  Neither the execution, delivery or performance by
          ------------
Olympus of this Agreement or the other Closing Documents to which Olympus is a
party, nor the performance by Olympus of the transactions contemplated by this
Agreement or the other Closing Documents, nor compliance by Olympus with the
provisions hereof or thereof, conflicts with, or results in the breach of any
provision of, or is inconsistent with, its certificate of limited partnership or
the Partnership Agreement, or contravenes any Applicable Law or any indenture,
mortgage or agreement for borrowed money to which Olympus is a party or any
other material agreement or instrument to which Olympus is a party or by which
it or its property is bound or would result in the creation or imposition of any
Lien on any of its properties or assets or requires any Governmental Approval
under Applicable Law.

          Governmental Approvals.  No Governmental Approval is necessary in
          ----------------------
connection with the execution and delivery of this Agreement or any other
Closing Document or for the consummation of the transfer of the West Boca Shares
other than filings under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, which filings have been made and the waiting period has
expired..

          Third-Party Consents.  To the knowledge of Olympus, no filing,
          --------------------
registration, qualification, notice, consent, approval or authorization to, with
or from any Person (excluding any Governmental Authority) is necessary in
connection with the execution and delivery of this Agreement and the other
Closing Documents to be executed by Olympus or for the consummation of the
transfer of the West Boca Shares.

          Bankruptcy.  West Boca has not filed any voluntary petition in
          ----------
bankruptcy or been adjudicated as bankrupt or insolvent, filed any petition or
answer seeking any reorganization, liquidation, dissolution or similar relief
under any federal bankruptcy act, insolvency or other debtor relief law or
sought or consented to or acquiesced in the appointment of any trustee,
receiver, conservator or liquidator of all or any substantial part of its
properties.  No court of competent jurisdiction has entered an order, judgment
or decree approving a petition filed against West Boca seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any federal bankruptcy act, insolvency or other debtor
relief law, and no other liquidator has been appointed for West Boca or of all
or any substantial part of its properties.

                                       3


          No Contracts.  West Boca is not a party to any material contracts,
          ------------
instruments or agreements other than the Ft. Myers Note.

Employees; ERISA.  West Boca does not have, nor to the knowledge of Olympus in
- ----------------
the past has had, any employees.  West Boca does not maintain, nor has it ever
maintained, a Plan, a Benefit Plan or a Pension Benefit Plan.

Taxes.  Each of Olympus and West Boca has timely filed, or caused to be timely
- -----
filed, with the appropriate taxing authorities all returns, statements, forms
and reports that are required to be filed by West Boca with respect to West Boca
or the West Boca Shares (the "Corporate Returns") on or prior to the Closing
Date and have paid all Taxes shown thereon to be due. Neither West Boca nor any
Affiliate thereof, on behalf of West Boca, has waived or extended any statute of
limitations for any Taxes.  There are no tax sharing, tax allocation, tax
indemnification or similar agreements or arrangements in effect between West
Boca and any other Person under which Cable GP could be liable for any Taxes of
any other Person.  No Person has made a claim for indemnification for Taxes
under, nor is Olympus aware of any facts or circumstances giving rise to a basis
upon which any Person may have a claim for indemnification for Taxes under, any
agreement by West Boca for indemnification.  West Boca is not a party to any
pending action by any Governmental Authority for the assessment or collection of
any Taxes, and no notice of any such assessment or collection has been received
by or communicated in writing to West Boca.

Status of Liabilities, Etc. Other than liabilities under, in respect of or
- --------------------------
contemplated by this Agreement, upon consummation of the transactions
contemplated by the Closing Documents, West Boca will not have any liabilities
(contingent, unliquidated or otherwise) on the Closing Date nor will any of its
assets or properties be subject to any Lien.

Environmental Matters.

        (a) To the knowledge of Olympus, Olympus does not possess and did not
previously possess, any information relating to non-compliance by West Boca
with Environmental Laws and the properties of West Boca, except as has been
provided to Cable GP prior to the date of this Agreement.

        (b) To the knowledge of Olympus, there have been no environmental
investigations, studies, audits, tests, reviews or other analyses conducted
by, or that are in the possession of, Olympus in relation to the properties of
West Boca which have not been delivered to Cable GP prior to the date of this
Agreement.

Title to Ft. Myers Note.  West Boca owns and has good title to the Ft. Myers
- -----------------------
Note and all other of its assets free and clear of all Liens.

Compliance with Laws and Orders.  West Boca is not in violation of or in default
- -------------------------------
under any Applicable Law or Government Regulation applicable to West Boca or any
of its assets and properties, the effect of which, individually or in the
aggregate with other such violations and defaults, could reasonably be expected
to be materially adverse to the financial condition of West Boca.

Tax Representations and Warranties.  On and as of the Closing Date, Olympus will
- ----------------------------------
have delivered or caused to be delivered to Cable GP the tax basis balance
sheets for West Boca as of the end of the month prior to the Closing Date prior
to giving effect to the redemption contemplated by this Agreement and such
balance sheets shall be true and correct in all material respects as of such end
of month date and as of the Closing Date.

                                       4


Financial Statements.  The financial statements of West Boca as of June 30,
- --------------------
1999, together with any notes or schedules thereto are true, complete and
correct in all material respects, have been prepared in accordance with GAAP
applied on a consistent basis, and show all liabilities, direct and contingent,
of West Boca required to be shown in accordance with such principles.

Securities Laws.  Neither Olympus nor West Boca nor anyone authorized to act on
- ---------------
their behalves has offered (or, on the Closing Date, will have offered),
directly or indirectly, any stock in West Boca (other than to Cable GP) or any
similar security the offering of which, for purposes of the Securities Act of
1933, as amended, would be deemed to be part of the same offering as the
offering of such securities, or solicited any offer to acquire any of such
securities in violation of Section 5 of such Securities Act.

Title to West Boca Shares.  On the Closing Date, after giving effect to this
- -------------------------
Agreement and the transfer of the West Boca Shares by Olympus, all of Olympus'
title to the West Boca Shares will have been duly, validly and effectively
conveyed, transferred and assigned to Cable GP free and clear of all Liens.

Litigation.  There is no litigation, at law or in equity, nor any proceedings
- ----------
before any commission or other governmental authority, pending, or to the best
knowledge of Olympus, threatened against Olympus which would prevent or restrict
Olympus' right or ability to consummate the transfer of the West Boca Shares or
the other transactions contemplated herein.

                                  Article 5
                 REPRESENTATIONS AND WARRANTIES OF CABLE GP

     Cable GP represents and warrants to Olympus that the following statements
are true and correct as of the Closing Date:

          Organization.  Cable GP is a corporation, duly organized, validly
          ------------
existing and in good standing under the laws of the State of Florida with full
corporate power and authority to engage in its business and operations, to
continue such business and operations as conducted at present, to enter into
this Agreement and perform the terms of this Agreement.  Cable GP is duly
qualified to conduct business and is in good standing in those jurisdictions
where the conduct of its business or the nature of its assets makes such
qualification necessary.

          Authorization of Agreement.  Cable GP has taken all necessary action
          --------------------------
to authorize and approve this Agreement, the consummation of the transactions
contemplated hereby and the performance by Cable GP of all of the terms and
conditions hereof on its part to be performed.

          Title to Interests.  Cable GP has good and valid title to the
          ------------------
Interests, and Cable GP has full power, authority and the absolute right to
transfer the Interests free and clear of all Liens except for restrictions
arising under the Partnership Agreement.

          Litigation.  There is no litigation, at law or in equity, nor any
          ----------
proceedings before any commission or other Governmental Authority, pending or,
to the best knowledge of Cable GP, threatened against Cable GP which would
prevent or restrict Cable GP's right or ability to consummate the transfer and
redemption of the Interests in Olympus or the other transactions contemplated
herein.

                                       5


                                  Article 6
                                   CLOSING

          Date and Location.  Unless otherwise mutually agreed to by the
          -----------------
Parties, the Closing shall take place on the date hereof, at such location as
Olympus and Cable GP shall mutually agree (the "Closing Date").  The effective
date of the withdrawal of Cable GP and the transfer of the West Boca Shares
shall be at the close of business on the Closing Date.

          Actions to be taken by Olympus at Closing.  At Closing, Olympus shall
          -----------------------------------------
take all actions required to be taken hereunder and Olympus shall deliver to
Cable GP:

        (a) such assignments and other good and sufficient instruments of
transfer and conveyance as shall be reasonably deemed necessary or appropriate
by Cable GP to vest in or confirm to Cable GP good and valid title to the West
Boca Shares free and clear of all Liens;

        (b) all of the approvals and consents required hereunder of all
necessary parties and Governmental Authorities to the transfer and assignment
of the West Boca Shares, the withdrawal of Cable GP and redemption of the
Interests by Olympus, and the consummation of the transactions contemplated
hereunder; and

        (c)  such other documents and certificates as required to be delivered
hereunder.

          Actions to be taken by Cable GP at Closing.  At Closing, Cable GP
          ------------------------------------------
shall take all actions required to be taken hereunder and shall deliver, or
cause to be delivered, to Olympus:

        (d) all of the approvals and consents required hereunder of all
necessary parties and governmental authorities to the transfer and assignment
of the Interests, the withdrawal of Cable GP and redemption by Olympus of the
Interests, and the consummation of the transactions contemplated hereunder;
and

        (e) such documents and certificates required to be delivered hereunder
or reasonably deemed necessary or appropriate by Olympus.

                                    Article 7
                                INDEMNIFICATION

                                Indemnification.

        (a) Subject to Section 10.1 hereof, Olympus shall indemnify Cable GP
in respect of, and hold Cable GP harmless from and against, any and all Losses
suffered, incurred or sustained by Cable GP or to which Cable GP becomes
subject, resulting from, arising out of or relating to (i) any breach of
representation or warranty on the part of Olympus contained in this Agreement,
(ii) non-fulfillment of or failure to perform any covenant or agreement on the
part of Olympus contained in this Agreement or (iii) the Interests after the
Closing Date.

        (b) Subject to Section 10.1 hereof, Cable GP shall indemnify Olympus
in respect of, and hold Olympus harmless from and against, any and all Losses
suffered, incurred or sustained by

                                       6


Olympus or to which Olympus becomes subject, resulting from, arising out of or
relating to (i) any breach of representation or warranty on the part of Cable
GP contained in this Agreement or (ii) non-fulfillment of or failure to
perform any covenant or agreement on the part of Cable GP contained in this
Agreement.

                                  Article 8
                                   NOTICE

          Addresses for Notice.  All notices and other communications hereunder
          --------------------
shall be in writing and deemed to have been duly given if: (a) mailed, first
class, registered or certified mail, return receipt requested, postage prepaid;
(b) delivered by courier or overnight courier providing written evidence of
receipt for hand delivery; or (c) transmitted via telecopy:

               To Olympus:

               One North Main Street
               Coudersport, PA  16915
               Attention:  Keith Horn
               Fax:  814-274-6586

                    With copies to:

                    Colin Higgin, Esquire
                    One North Main Street
                    Coudersport, PA  16915
                    Fax:  814-274-6586

                    Bruce I. Booken, Esquire
                    Buchanan Ingersoll Professional Corporation
                    301 Grant Street
                    One Oxford Centre, 20th Floor
                    Pittsburgh, PA  15219
                    Fax:  412-562-1041

               To Cable GP:

               700 Universe Boulevard
               Juno Beach, FL  33408
               Attn:  Dennis P. Coyle
               Fax:  561-694-4640

          Effectiveness of Notice.  Notice shall be deemed received the same day
          -----------------------
(when delivered personally), three (3) days after mailing (when sent by
registered or certified mail), and the next business day (when sent by facsimile
transmission or when delivered by overnight courier).  Any Party may change the
address of the Party to which all

                                       7


communications and notices may be sent hereunder by addressing notices of such
change in the manner provided.

                                  Article 9
                               LAWS GOVERNING

     The construction and interpretation of this Agreement and the rights of the
Parties shall be governed by the laws of the State of Florida without regard to
its conflicts of laws provisions.

                                 Article 10
                                MISCELLANEOUS

Survival of Representations and Warranties.  Notwithstanding any investigation
- ------------------------------------------
and review made by Olympus or Cable GP pursuant to this Agreement, Olympus and
Cable GP agree that all of the representations, warranties, covenants and
agreements of Olympus and Cable GP contained in this Agreement or in any other
Closing Document shall survive the making of this Agreement, any investigation
or review made by or on behalf of the Parties hereto and the Closing hereunder;
provided that the representations and warranties contained in this Agreement
shall expire and be extinguished one year after the Closing Date except for
representations and warranties relating to title and ownership, which shall
survive forever.

Fair Market Value of Olympus Assets.  The Parties hereto acknowledge and agree
- -----------------------------------
that, as of the Closing Date, the current fair market value of the West Boca
Shares is $108,000,000.  Olympus and Cable GP shall agree, within seventy-five
(75) days after the Closing Date, upon a schedule showing the fair market values
as of the Closing Date of the consolidated Olympus and subsidiary group assets
by category (including, but not limited to, the following categories: cash,
accounts receivable, tangible real property, tangible personal property,
franchise costs and other intangible assets (defined as the assets comprising
total intangible assets excluding franchise costs)), and schedules supporting
the tax basis of each asset category.

Counterparts.  This Agreement may be executed in one or more counterparts, all
- ------------
of which taken together shall constitute one instrument.
Assignment.  This Agreement may not be assigned by any Party without the prior
- ----------
written consent of the other Parties.

Entire Agreement.  This Agreement is entered into pursuant to that certain
- ----------------
Letter Agreement dated January 21, 1999 by and between Adelphia Communications
Corporation and Telesat Cablevision, Inc. and is an integrated document that
contains the entire agreement between the parties, wholly cancels, terminates
and supersedes any and all previous and/or contemporaneous oral agreements,
negotiations, commitments and writings between the parties hereto with respect
to such subject matter; provided that this Agreement shall not be deemed to
cancel, terminate or supercede any of the provisions of Article 5 of the
Partnership Agreement that inure to the benefit of Cable GP as a former partner
thereunder.  It is expressly understood by the parties to this Agreement that
this Agreement amends and supersedes those certain Powers of Attorney dated May
28, 1999 granted to Adelphia Communications Corporation and Olympus
Communications, L.P. by Telesat Cablevision, Inc., Telesat Cablevision of South
Florida, Inc., Cable GP, Inc. and Cable LP III, Inc.  No change, modification,
extension, termination, notice of termination, discharge, abandonment or waiver
of this Agreement or any of the provisions hereof, nor any representation,
promise or condition relating to this Agreement, shall be binding upon the
Parties unless made in writing and signed by the Parties.

                                       8


Captions.  The captions of Sections hereof are for convenience only and shall
- --------
not control or affect the meaning or construction of any of the provisions of
this Agreement.

Expenses.  Except as otherwise expressly provided herein, Olympus and Cable GP
- --------
each will pay all costs and expenses, including any and all legal and accounting
fees, of its performance and compliance with all agreements and conditions
contained herein on its part to be performed or complied with.

Further Assurances.  The Parties agree to execute, acknowledge, deliver and
- ------------------
file, or cause to be executed, acknowledged, delivered and filed, all further
instruments, agreements or documents as may be necessary to consummate the
transactions provided for in this Agreement and to do all further acts necessary
to carry out the purpose and intent of this Agreement.

No Waiver.  No term or condition of this Agreement shall be deemed to have been
- ---------
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the Party charged with the
waiver or estoppel.  No written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of the term
or condition for the future or as to any act other than that specifically
waived.  The waiver by any Party of any other Party's breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach, and the failure of any Party to exercise any right or remedy shall not
operate or be construed as a waiver or bar to the exercise of such right or
remedy upon the occurrence of any subsequent breach.  No delay on the part of a
Party in exercising a right, power or privilege hereunder shall operate as a
waiver thereof.  No waiver on the part of a Party of a right, power or
privilege, or a single or partial exercise of a right, power or privilege, shall
preclude further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies of this Agreement are cumulative and are not
exclusive of the rights or remedies that a Party may otherwise have at law or in
equity.

Severability.  If any one or more of the provisions of this Agreement is held
- ------------
invalid, illegal or unenforceable, the remaining provisions of this Agreement
shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable valid, legal and enforceable provision
which comes closest to the intent of the Parties.

Binding Effect.  This Agreement shall be for the benefit of, and shall be
- --------------
binding upon, the Parties and their respective heirs, personal representatives,
executors, legal representatives, successors and permitted assigns.

Jurisdiction and Venue.  Each of the Parties hereto hereby irrevocably consents
- ----------------------
and agrees that any legal action or proceedings with respect to this Agreement
and the other Closing Documents may be brought in the United States District
Court for the Southern District of Florida or in any state court having subject
matter jurisdiction located in the County of Palm Beach, Florida, and, by
execution and delivery of this Agreement and the other Closing Documents, each
such Party hereby (i) accepts the non-exclusive jurisdiction of the aforesaid
courts, (ii) irrevocably agrees to be bound by any final judgment (after any and
all appeals) of any such court with respect to such Closing Documents, (iii)
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceedings with respect to such documents brought in any such court, and
further irrevocably waives, to the fullest extent permitted by law, any claim
that any such suit, action or proceedings brought in any such court has been
brought in any inconvenient forum, (iv) agrees that service of process in any
such action may be effected by mailing a copy thereof by registered or certified
mail (or any

                                       9


substantially similar form of mail), postage prepaid, to such Party at its
address set forth above, or at such other address of which the other Parties
hereto shall have been notified and (v) agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or limit the right to bring any suit, action or proceeding in any other
jurisdiction.

Waiver of Trial by Jury.  EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
- -----------------------
INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE PARTIES ENTERING INTO THIS AGREEMENT.

                  [Remainder of Page Intentionally Left Blank]

                                       10


     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized corporate officers on the day and year first above
written.

                              OLYMPUS COMMUNICATIONS, L.P.

                              By:  ACP Holdings, Inc., Managing General Partner


                              By:   /s/  Michael C. Mulcahey
                                   -------------------------
                              Name: Michael C. Mulcahey
                              Title: Assistant Treasurer


                              CABLE GP, INC.


                               By:  /s/  Dennis P. Coyle
                                    --------------------
                               Name:  Dennis P. Coyle
                               Title:  President

                                       11


                                                                         ANNEX I
                                  DEFINITIONS

     Unless the context otherwise requires, the following terms shall have the
following meanings, and such meanings shall include the plural as well as the
singular of each such term:

     "Affiliate" of a specified Person means any other Person that, directly or
indirectly, controls, is controlled by, or is under common control or ownership
with the Person.  "Control" of a Person (including, with correlative meanings,
the terms "controlled by" or "under common control with") means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

     "Applicable Law" shall mean all applicable laws, statutes, treaties, rules,
codes, ordinances, regulations, permits, official guidelines, certificates,
orders, geothermal resources operational orders (and the leases issued
thereunder), interpretations, licenses, leases and permits of any Governmental
Authority, Governmental Approvals, environmental laws, and judgments, decrees,
injunctions, writs, orders or like action of any court, arbitrator or other
judicial or quasi-judicial tribunal of competent jurisdiction and all
requirements of law.

     "Benefit Plan" means any Plan established by West Boca existing at the
Closing Date or at any time within the five (5) year period prior thereto, to
which West Boca contributes or has contributed, or under which any employee,
former employee or director of West Boca or any beneficiary thereof is covered,
is eligible for coverage or has benefit rights.

     "Closing" shall have the meaning set forth in Article 6 of the Agreement.

     "Closing Date" shall have the meaning set forth in Section 0.

     "Closing Documents" shall mean this Agreement, the Pledge Agreement and any
other document required to be executed and delivered at or after the Closing in
connection with the transactions contemplated hereunder.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

     "Ft. Myers Note" shall mean that certain Term Note dated as of October 1,
1999 made by Ft. Myers Acquisition Limited Partnership in the principal amount
of $108,000,000.

     "GAAP" shall mean generally accepted accounting principles in the United
States of America from time to time as set forth in (a) the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and (b) statements and pronouncements of the
Financial Accounting Standards Board.


     "Governmental Approvals" shall mean all authorizations, consents,
approvals, waivers, exceptions, variances, orders, franchises, permits,
licenses, leases, exemptions, publications, filings, notices to and declarations
of or with any Governmental Authority (including siting, occupancy, use,
building, construction and operating permits).

     "Governmental Authority" shall mean any federal, state, county, municipal,
foreign, international, regional or other governmental or regulatory authority,
agency, board, body, commission, any arbiter pursuant to mandatory provisions of
law, instrumentality or court or any political subdivision of any of the
foregoing.

     "knowledge," when used in the phrases "to the knowledge of [any Party]," or
"to [any Party's] knowledge" or "if [any Party] has knowledge" means, and shall
be limited to, the actual knowledge of the appropriate individuals for each
Party.

     "Liens" shall mean a mortgage, pledge, lien, security interest or other
charge or encumbrance or any segregation of assets or revenues or other
preferential arrangement (whether or not constituting a security interest)
whether voluntary or involuntary, whether granted by agreement, statute or
otherwise, with respect to any present or future assets, including fixtures,
revenues or rights to the receipt of income of the Person referred to in the
context in which the term is used.

     "Loss" means any and all damages, fines, penalties, deficiencies, losses
and expenses (including without limitation interest, court costs, reasonable
fees of attorneys, accountants and other experts or other reasonable expenses of
litigation or other proceedings or of any claim, default or assessment) and
shall be calculated on an after-tax basis (computed based on the highest
marginal Federal, state and local corporate income tax rates in effect from time
to time).

     "Partnership Agreement" shall mean the Second Amended and Restated Limited
Partnership Agreement of Olympus Communications, L.P. dated as of February 28,
1995 by and among ACP Holdings, Inc., a Delaware corporation, Cable GP, Inc., a
Florida corporation, and Cable LP III, Inc., a Florida corporation, as amended
by the First Amendment to the Second Amended and Restated Limited Partnership
Agreement of Olympus Communications, L.P. effective September 1, 1995, the First
Amendment to the Second Amended and Restated Limited Partnership Agreement of
Olympus Communications L.P. dated as of March 29, 1996, the Second Amendment to
the Second Amended and Restated Limited Partnership Agreement of Olympus
Communications, L.P. dated as of June 27, 1996 and the Third Amendment to the
Second Amended and Restated Limited Partnership Agreement of Olympus
Communications, L.P. dated as of October 1, 1999.

     "Party" shall mean a party to this Agreement individually, and "Parties"
shall mean such Persons, collectively.

                                      2


     "Pension Benefit Plan" means each Benefit Plan which is a pension benefit
plan within the meaning of Section 3(2) of ERISA.

     "Person" shall mean an individual, association, institution, corporation,
partnership, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

     "Plan" means any bonus, incentive compensation, deferred compensation,
pension, profit sharing, retirement, stock purchase, stock option, stock
ownership, stock appreciation rights, phantom stock, leave of absence, layoff,
vacation, day or dependent care, legal services, cafeteria, life, health,
accident, disability, workers' compensation or other insurance, severance,
separation or other employee benefit plan, practice, policy or arrangement of
any kind, whether written or oral, including, but not limited to, any "employee
                                                                       --------
benefit plan" within the meaning of Section 3(3) of ERISA.
- ------------

     "Taxes" shall mean all taxes, assessments, charges, duties, fees, levies or
other governmental charges, including, without limitation, all federal, state,
local foreign and other income, franchise, profits, capital gains, capital
stock, transfer, sales, use, occupation, property, excise, severance, windfall
profits, stamp, license, payroll, withholding and other taxes, assessments,
charges, duties, fees, levies or other governmental charges of any kind
whatsoever (whether payable directly or by withholding and whether or not
requiring the filing of a return), and all estimated taxes, deficiency
assessments, additions to tax, penalties and interest.

                                      3

EX-10.7

                                  EXHIBIT 10.7

                                   TERM NOTE

$108,000,000.00                               Coudersport, Pennsylvania

     FOR VALUE RECEIVED, the undersigned FT. MYERS ACQUISITION LIMITED
PARTNERSHIP, a Delaware limited partnership (herein called the "Maker"), hereby
promises to pay to OLYMPUS COMMUNICATIONS, L.P. (together with any subsequent
holder hereof, the "Holder") the principal sum of One Hundred Eight Million U.S.
Dollars (U.S. $108,000,000.00), together with interest on the unpaid principal
balance hereof from and after September 1, 1999 until this Term Note (this
"Note") has been paid in full at the rates hereinafter set forth, which
principal and accrued interest shall be due and payable to the Holder on
September 1, 2004 (the "Maturity Date") unless such amounts shall become due and
payable on an earlier date as hereinafter provided.

     Interest shall accrue on the outstanding principal amount of this Note at a
rate of six percent (6%) compounded annually commencing on the date hereof
through the Maturity Date and shall be due and payable on the Maturity Date
except as hereinafter provided.

     Holder, at its option, may with at least sixty (60) days' prior written
notice to Maker require prepayment by Maker of the outstanding principal amount
of this Note together with accrued interest on such amount on or after July 1,
2002 (the "Call Date"), and upon such payment, this Note shall automatically be
of no further force and effect.

     If any payment of principal or interest on this Note shall become due on a
Saturday, Sunday or on any other day on which the Holder is not open for
business, such payment shall be made on the next succeeding business day and
such extension of time shall in such case be included in computing interest in
connection with such payment.

     Maker, at its option, may prepay the outstanding principal amount of this
Note, in whole or in part, at any time, together with accrued interest thereon,
at any time or from time to time.

     Maker shall be in default under this Note upon the happening of any of the
following events of default (each an "Event of Default"):

        (a) default in the payment when due of the principal of or interest on
this Note; or

        (b) any representation or warranty made by any guarantor of this Note
or other person (other than Maker) providing security for this Note (any such
person being hereinafter referred to as an "Accommodation Party") pursuant to
any such guaranty agreement or security


agreement (any such agreement being hereinafter referred to as an
"Accommodation Agreement") shall prove to have been incorrect in any material
respect; or

        (c) there shall occur any default in the due observance or performance
of any material covenant, condition or agreement on the part of any
Accommodation Party to be observed or performed pursuant to the terms of any
Accommodation Agreement after giving effect to any applicable period of grace
set forth therein; or

        (d) a proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect
of the Maker or any Accommodation Party in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official)
of the Maker or any Accommodation Party for any substantial part of their
respective properties, or for the winding-up or liquidation of its affairs,
and such proceeding shall remain undismissed or unstayed and in effect for a
period of ninety (90) consecutive days or such court shall enter a decree or
order granting any of the relief sought in such proceeding; or

        (e) the Maker or any Accommodation Party shall commence a voluntary
case under any applicable bankruptcy, insolvency, reorganization or other
similar law now or hereafter in effect, shall consent to the entry of an order
for relief in an involuntary case under any such law, or shall consent to the
appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or other similar official) of
itself or for any substantial part of their respective properties or shall
make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any action in
furtherance of any of the foregoing; or

        (f) the failure of Adelphia Communications Corporation, a Delaware
     corporation ("Adelphia") to own, directly or indirectly, 51% or more of
     the partnership interests in the Maker; or

        (g) the failure of Adelphia to own, directly or indirectly, the
general partner interest in the Maker.

     Upon the occurrence of any Event of Default, Holder may declare the
outstanding principal amount of this Note, together with all accrued and unpaid
interest thereon to be immediately due and payable and the same shall thereupon
become immediately due and payable without any further action on part of Holder.

     If the principal of this Note or any portion hereof and, to the extent
permitted by law, interest hereon shall not be paid when due, whether by
acceleration or otherwise, the same shall bear interest for any period during
which the same shall be overdue at a rate per annum equal to the Default Rate,
and payable on demand.  "Default Rate" means a variable rate equal to the Libor
Rate from time to time in effect plus five percent (5%) per annum.  "Libor Rate"
shall mean the London Interbank Offered Rate for three month dollar deposits in
the London market as published in The Wall Street Journal from time to time; the
applicable Libor Rate shall be determined based upon the Libor Rate as published
on the last publication date for The Wall Street Journal in each March, June,
September and December and shall continue as the applicable

                                      -2-


Libor Rate for the next full three-month period after each determination is
made. If for any reason the Libor Rate is no longer published in The Wall
Street Journal, the Holder and the Maker shall in good faith seek to select a
comparable source for determining the Libor Rate and the Libor Rate shall
thereafter be determined based upon the rate quoted in such comparable source.
If the Holder and the Maker are unable to agree upon a comparable source for
determining the Libor Rate within thirty (30) days following the date that the
Libor Rate is no longer published in The Wall Street Journal, the Holder may
designate the source for determining the Libor Rate by written notice to the
Maker.

     Anything in this Note to the contrary notwithstanding, the obligations of
the Maker under this Note to the Holder shall be subject to the limitation that
payments of interest to any Holder shall not be required to the extent that
receipt of any such payment by such Holder would be contrary to provisions of
law applicable to such Holder (if any) which limit the maximum rate of interest
which may be charged or collected by such Holder; provided, however, that
nothing herein shall be construed to limit the Holder to presently existing
maximum rates of interest, if an increased interest rate is hereafter permitted
by reason of applicable federal or state legislation.  In the event that the
Maker makes any payment of interest, fees or other charges, however denominated,
pursuant to this Note, which payment results in the interest paid by the Maker
to any Holder to exceed the maximum rate of interest permitted by applicable
law, any excess over such maximum shall be applied in reduction of the principal
balance owed to such Holder as of the date of such payment, or if such excess
exceeds the amount of principal owed to such Holder as of the date of such
payment, the difference shall be paid by such Holder to the Maker.

     Except as expressly provided herein, the Maker waives presentment, demand,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note.

     This Note shall bind the Maker and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Holder and its successors and
assigns.  All references herein to the "Maker" and the "Holder" shall be deemed
to apply to the Maker and the Holder, respectively, and their respective
successors and assigns.

     This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of Florida without giving effect to its conflicts of law
principles.

     The Maker agrees that any suit, action or proceeding against the Maker with
respect to this Note or any judgment entered by any court in respect of any
thereof may be brought in the courts of the State of Florida located in Palm
Beach County, Florida or in the U.S. District Court for the Southern District of
Florida as the Holder may elect, and the Maker hereby accepts the nonexclusive
jurisdiction of those courts for the purpose of any suit, action or proceeding.
In addition, the Maker hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Note or any judgment entered by any court in respect of any thereof brought in
Palm Beach County, Florida or in the U.S. District Court for the

                                      -3-


Southern District of Florida, and hereby further irrevocably waives any claim
that any suit, action or proceeding brought in the Palm Beach County, Florida
or in the U.S. District Court for the Southern District of Florida has been
brought in an inconvenient forum. The Maker hereby further agrees that if any
such suit, action or proceeding is pending in more than one jurisdiction, the
Holder's selection of the forum shall be binding upon the parties hereto.

     Each notice or other communication hereunder required to be given to Maker
hereunder shall be in writing, shall be sent by messenger (including by air
courier), by first class mail or by facsimile transmitter ("telecopy"), and
shall be deemed to have been given or made on the third business day after the
deposit thereof in the United States mail, registered or certified mail, postage
prepaid, or when received if sent by telecopy (if an original copy is sent on
the same day by one of the other means of delivery set forth herein) or
delivered by hand, addressed to the Maker at the address set forth on the
signature page hereof until notice of a change thereof has been delivered to the
Holder and acknowledged in writing by the Holder.

     THE MAKER HEREBY, AND THE HOLDER BY ITS ACCEPTANCE OF THIS NOTE, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -4-


     IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized representative as of this 1st day of October, 1999.

                             FT. MYERS ACQUISITION LIMITED PARTNERSHIP

                                 By:  OLYMPUS COMMUNICATIONS, L.P.,
                                      General Partner

                                       By:  ACP HOLDINGS, INC., Managing General
                                            Partner

                                 By:   /s/  Michael C. Mulcahey
                                       -------------------------
                                       Name: Michael C. Mulcahey
                                       Title: Assistant Treasurer

                                 ADDRESS FOR NOTICES:

                                 _________________________________
                                 Attention:  Mike Mulcahey
                                 One North Main Street
                                 Coudersport, Pennsylvania  16915
                                 Telecopy Number: 814-274-8173

     FOR VALUE RECEIVED, THIS NOTE IS ASSIGNED TO WEST BOCA SECURITY, INC.  THIS
ASSIGNMENT IS MADE WITHOUT RECOURSE PURSUANT TO THE PROVISIONS OF THAT CERTAIN
ASSIGNMENT AGREEMENT OF EVEN DATE HEREWITH.

DATE:  October 1, 1999

                              OLYMPUS COMMUNICATIONS, L.P.,

                                    By:  ACP HOLDINGS, INC., Managing General
                                         Partner

                                    By:   /s/  Michael C. Mulcahey
                                         -------------------------
                                    Name: Michael C. Mulcahey
                                    Title: Assistant Treasurer

                                      -5-

EX-21.1

                                                                    EXHIBIT 21.1

             List of Subsidiaries of Olympus Communications, L.P./1/

OLYMPUS COMMUNICATIONS, L.P. (a Delaware limited partnership)

   ADELPHIA CABLE PARTNERS, L.P. (99.98% general partnership interest) (a
   Delaware limited partnership)

       Key Biscayne Cablevision (50% general partnership interest) (a
       Pennsylvania general partnership)

       Southeast Florida Cable, Inc. (a Florida corporation)

           Mercom of Florida, Inc. (a Florida corporation)

           Palm Beach Group Cable Inc. (a Florida corporation)

               Palm Beach Group Cable Joint Venture (50% general partnership
               interest) (a Florida general partnership)

       South Florida Cable Advertising (14.28571% general partnership
interest) (a Florida general partnership)

       Timotheos Communications, L.P. (a Delaware limited partnership)/2/

   ADELPHIA TELECOM OF FLORIDA, INC. (a Delaware corporation)

   FT MYERS ACQUISITION LIMITED PARTNERSHIP (a Delaware limited partnership)

       Ft Myers/Gateway LLC (a Delaware limited liability company)

   LEADERSHIP ACQUISITION LIMITED PARTNERSHIP (99.9% general and limited
   partnership interests held by Olympus and its wholly-owned subsidiaries) (a
   Delaware limited partnership)

   NATIONAL CABLE ACQUISITION ASSOCIATES, L.P. (a Delaware limited partnership)

       Telemedia Investment Partnership, L.P. (75% general partnership
       interest)(a Delaware limited partnership)

   OLYMPUS CAPITAL CORPORATION (a Delaware corporation)

   OLYMPUS COMMUNICATIONS HOLDING, LLC (a Delaware limited liability company)

   TELESAT ACQUISITION LIMITED PARTNERSHIP (99.9% general and limited
   partnership interests held by Olympus and its wholly-owned subsidiaries) (a
   Delaware limited partnership)

   WEST BOCA ACQUISITION L.P. (99.9% general and limited partnership interests
   held by Olympus and its wholly-owned subsidiaries) (a Delaware limited
   partnership)

       Starpoint, Limited Partnership (50.36% limited partnership interest) (a
Pennsylvania limited partnership)

           Cable Sentry Corporation (a Florida corporation)

           Automatic Alarms Company, Inc. (a Florida corporation)
- ----------------------
/1/ Ownership of subsidiaries is indicated by indentations. Ownership of each
    subsidiary is 100% unless otherwise indicated parenthetically or by
    footnote.

/2/ Adelphia Cable Partners, L.P. and Olympus Communications, L.P. own 99.9% and
    .1%, respectively, of the partnership interests of Timotheos Communications,
    L.P. (a Delaware limited partnership).

EX-27

 



<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE FOR OLYMPUS COMMUNICATIONS, LP FOR THE TWELVE MONTHS
ENDED DECEMBER 31, 1999. INFORMATION IS ONLY INCLUDED FOR OLYMPUS COMMUNICATIONS
LP (A REGISTRANT) AND DOES NOT INCLUDE INFORMATION FOR OLYMPUS CAPITAL CORP.,
WHICH HAS NO OPERATIONS.

<CIK>        0000861255
<NAME>       OLYMPUS COMMUNICATIONS LP
<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                           4,374
<SECURITIES>                                         0
<RECEIVABLES>                                   15,829
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         429,426
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,116,704
<CURRENT-LIABILITIES>                                0
<BONDS>                                        648,327
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                     329,393
<TOTAL-LIABILITY-AND-EQUITY>                 1,116,704
<SALES>                                              0
<TOTAL-REVENUES>                               258,067
<CGS>                                                0
<TOTAL-COSTS>                                  233,583
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              86,126
<INCOME-PRETAX>                               (61,474)
<INCOME-TAX>                                     (534)
<INCOME-CONTINUING>                           (60,940)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (60,940)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0

<F1>RECEIVABLES NET OF ALLOWANCE
<F2>PR&E NET OF DEPRECIATION