May 3, 2005



Mail Stop 0407


William T. Schleyer
Chairman and Chief Executive Officer
Adelphia Communications Corporation
5619 DTC Parkway
Greenwood Village, CO 80111

      Re:	Adelphia Communications Corporation
      	Form 10-K for December 31, 2003
      	Filed December 23, 2004
      	File No. 0-16014

Dear Mr. Schleyer:

      We have reviewed your filing and have the following
comments.
Please respond to our comments within ten business days and, if
applicable, comply with our comments in future filings.  If you
disagree with our comments, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

* * * * *

1. We note that you have not filed your Form 10-K for the year
ended
December 31, 2004, or your quarterly reports on Form 10-Q for
fiscal
year 2004 and fiscal year 2005 to date.  In your response letter,
tell us when you intend to file these periodic reports.  In
addition,
tell us whether your reporting subsidiaries will be filing the
corresponding periodic reports.  If the reports will be not filed,
provide a detailed explanation of the reasons why each report will
not be filed.  If applicable, please tell us whether your
reporting
subsidiaries intend to terminate their Exchange Act registration
and/or suspend their reporting obligations.

2. We note that, on April 20, 2005, Adelphia entered into
definitive
agreements with Time Warner NY Cable LLC and Comcast Corporation
for
the purchase of substantially all of Adelphia`s U.S. assets.  In
your
response letter, please tell us whether the parties contemplate
filing a registration statement or proxy statement with respect to
the asset sale.  We note that, pursuant to section 6.1 of the
asset
purchase agreement with Time Warner NY Cable LLC (as described in
the
April 25, 2005 Form 8-K), the sale is conditioned on "a
registration
statement covering the offer and sale of the shares of [Time
Warner]
Class A Common Stock to be issued in the transaction being
declared
effective." If so, provide us with an analysis as to how the
parties
expect Adelphia`s delinquent or incomplete Exchange Act filings
will
affect the adequacy and completeness of the disclosure in the
registration statement and/or proxy statement.  To the extent that
the parties are expecting to rely on an exemption from the
Securities
Act or Exchange Act, please identify the exemption and explain the
expected basis for reliance on the exemption.  To the extent that
the
parties are planning to seek no-action relief from the staff,
please
advise us of these plans.

Form 10-K for fiscal year ended December 31, 2003

Risk Factors, page 39

	Our cable systems are operated under franchises that are
subject
to no-renewal or termination, page 43

3. We note at page 43 that you have a number of franchises that
had
expired or for which timely notice of renewal was not provided as
of
December 31, 2003.  Tell us in your response letter why these
franchises were not renewed in a timely manner and how this
circumstance affects your determination that the franchises have
an
indefinite life under SFAS 142.

Item 8.  Consolidated Financial Statements and Supplementary Data,
page 102

      Note 3 - Summary of Significant Accounting Policies

	Intangible Assets

4. Tell us in your response letter how you determined that your
customer relationships have an estimated useful life of ten years.


Impairment of Long-Lived Assets

5. We note that you defined your reporting units for purposes of
goodwill impairment testing as your operating regions, which are
the
same as your operating segments.  Tell us in your response letter
how
you applied the guidance in paragraph 30 of SFAS 142 and EITF
Topic
D-101 in determining that the operating regions are the
appropriate
level for applying the impairment test.  Also tell us whether you
have aggregated multiple components into one reporting unit and,
if
so, your basis for such aggregation.

6. We note that your asset groups for purposes of testing long-
lived
assets for impairment consist of seven major metropolitan markets
and
numerous other asset groups in your geographically dispersed
operations.  In your response letter, explain how you define these
groups and how these groups differ from your operating regions,
which
are your reporting units under SFAS 142.  Tell us how you applied
the
guidance in SFAS 144 in identifying your asset groups.

7. We note that your units of accounting for your franchise rights
are the same as the asset groupings used to test long-lived assets
for impairment.  Tell us in your response letter how you applied
the
guidance in EITF 02-7 in defining your units of accounting for
purposes of testing franchise rights for impairment.

      Note 4 - Restatement of Consolidated Financial Statements

	Debt Issues

8. We note that you have presented interest expense on the co-
borrowing debt net of amounts directly attributable to and
expected
to be collected from the Rigas Co-borrowing Entities.  Tell us in
your response letter your basis for presenting interest income as
a
reduction of interest expense, rather than presenting separately
the
full interest expense and the interest income.

      Note 5 - Recent Accounting Pronouncements

9. Tell us in your response letter the results of your analysis
regarding whether you are the primary beneficiary for each of the
Rigas Co-Borrowing Entities.  Explain to us the nature of the
operations of these entities, and tell us why you believe that
your
maximum exposure to future statement of operations loss as a
result
of your involvement with these entities is equal to the carrying
value of your net advances to the Rigas Co-Borrowing Entities.

10. We note that you have identified 16 additional Rigas Family
entities that could be variable interest entities.  However, you
have
not applied the provisions of FIN 46-R to these entities due to
your
inability to verify the information that you possess with respect
to
these entities.  Tell us in your response letter why you believe
that
you have made an exhaustive effort to obtain the information
necessary to determine whether these entities are variable
interest
entities and, if so, whether you are the primary beneficiary, as
required by paragraph 4.g. of FIN 46-R.  Also tell us how you
obtained the information that you currently possess with respect
to
these entities and describe the efforts that you have undertaken
to
verify the completeness and accuracy of the information.  In
addition, explain to us the nature of the operations of the 16
entities, and tell us why you believe that your maximum exposure
to
future statement of operations loss as a result of your
involvement
with these entities is equal to the carrying value of the net
advances to these entities.

      Note 6 - Transactions with the Rigas Family and Rigas Family
Entities

11. We note that the caption "Amounts due from the Rigas Family
and
Rigas Family Entities, net" is reduced by your allowance for
uncollectible amounts.  Explain in your response letter whether
this
caption is also presented net of amounts payable to these related
entities.  If so, tell us how you have applied the guidance in FIN
39
in determining that this presentation is appropriate.

      Note 12 - Impairment of Long-Lived Assets

12. Describe for us in your response letter, and disclose in your
critical accounting policies in future filings, the methodology
and
assumptions you used in determining the fair value of your
franchise
rights and goodwill for purposes of testing these assets for
impairment.  In addition, tell us what previously unrecognized
intangible assets you have included in your goodwill impairment
tests
and how you valued these assets.  Also, tell us the effect that
the
adoption of EITF Topic D-108 will have on your financial
statements.

Item 9A.  Controls and Procedures, page 213

	Identification of Material Weaknesses and Reportable
Conditions

13. We note your statement that "PwC reported to management and
the
Audit Committee the existence of material weaknesses, and the
Company`s evaluation considered the findings of PwC."  Please
disclose the material weaknesses that PwC reported to management
and
the Audit Committee and clarify whether your list of material
weaknesses and reportable conditions on pages 213-214 encompasses
the
material weaknesses identified by PwC.

	Changes in Internal Controls, page 215

14. We note your statement in the penultimate paragraph on page
216
that, "As a result, the Company`s disclosure controls and
procedures
and internal control over financial reporting may not prevent all
errors or improper acts or ensure that all material information
will
be made known to appropriate management in a timely fashion"
[emphasis added].  The second part of your statement appears to be
inconsistent with your statutory requirement to maintain
disclosure
controls and procedures.  See Rule 13a-15(e), which states that,
"Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information
required
to be disclosed by an issuer in the reports that it files or
submits
under the Act is accumulated and communicated to the issuer`s
management . . . as appropriate to allow timely decisions
regarding
required disclosure."  Please confirm to us in your response
letter
that your disclosure controls and procedures are designed to
ensure
that information required to be disclosed by an issuer in the
reports
that it files or submits under the Act is accumulated and
communicated to your management as appropriate to allow timely
decisions regarding required disclosure.  In addition, please
confirm
that you will remove this qualification in future filings.

15. In future filings, please disclose any change, not just
"significant changes," in the internal control over financial
reporting that has materially affected, or is reasonably likely to
materially affect, the company`s internal control over financial
reporting.  See Item 308(c) of Regulation S-K.

* * * * *

       Please respond to these comments within ten business days
or
tell us in writing when you will provide us with a response.  You
may
wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Melissa Hauber at (202) 551-3368 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Ted Yu at (202) 551-3372,
Kathleen
Krebs, Special Counsel, at (202) 551-3350, or me at (202) 551-3810
with any other questions.


Sincerely,



Larry Spirgel
Assistant Director

??

??

??

??

Adelphia Communications Corporation
Page 1 of 6