8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K



                                 Current Report


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



        Date of Report (date of earliest event reported) January 16, 2002


                       ADELPHIA COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)




    Delaware                         0-16014                    23-2417713
 (State or other             (Commission File Number)         (IRS Employer
 jurisdiction of                                            Identification No.)
 incorporation)



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



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




Item 5. Other Events and Regulation FD Disclosure

(a) In a press release dated January 16, 2002, Adelphia Communications
Corporation (NASDAQ: ADLAC) announced that it has sold 40,000,000 newly issued
shares of Class A Common Stock, exclusive of an overallotment option, at a price
to the public of $25.50 per share. In addition, Adelphia announced it has sold
$500,000,000 of a new issue of 7.5% Series F Mandatory Convertible Preferred
Stock (DECSSM ), exclusive of an overallotment option. Proceeds of approximately
$1,493,000,000 from these offerings will be used to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes. Closing of
these sales of common and preferred stock is expected to occur on January 22,
2002. Salomon Smith Barney is serving as sole book runner and lead manager for
these offerings. The DECSSM are convertible into Class A Common Stock of
Adelphia at any time after the issue date and prior to February 1, 2005, at a
conversion price of $29.99 per share of Class A Common Stock. A copy of the
press release dated January 16, 2002 is attached to this Form 8-K, incorporated
herein by reference and filed herewith under Item 7 as Exhibit 99.01.

(b) We are superseding the information set forth on page S-22 of the DECS
Prospectus Supplement dated January 15, 2002, regarding the record dates for the
payment of dividends when, as and if declared by our Board of Directors. The
record dates to determine the holders of record for the February 1, May 1,
August 1 and November 1 (or the preceding business day if the 1st is not a
business day) dividend payment dates are the preceding January 15, April 15,
July 15 and October 15, respectively. The first payment date will be May 1, 2002
to holders of record on April 15, 2002.

(c) The final prospectus supplements filed under Rule 424(b) for the offerings
listed above contain updated risk factors regarding investment in Adelphia
securities. These risk factors are incorporated herein by reference and filed
herewith under Item 7 as Exhibits 99.02 (Class A Common Stock) and 99.03 (7.5%
Series F Mandatory Convertible Preferred Stock).


Item 7.  Financial Statements and Exhibits

Exhibit No.                            Description


99.01             Press Release dated January 16, 2002 (Filed Herewith).

99.02             Risk Factors (Incorporated herein by reference to, and
                  contained in, pages S-6 through S-15 of the prospectus
                  supplement dated January 15, 2002 for the Registrant's Class A
                  Common Stock which was filed pursuant to Rule 424(b) on
                  January 17, 2002 under Registration No. 333-64224).

99.03             Risk Factors (Incorporated herein by reference to, and
                  contained in, pages S-7 through S-17 of the prospectus
                  supplement dated January 15, 2002 for the Registrant's 7.5%
                  Series F Mandatory Convertible Preferred Stock which was filed
                  pursuant to Rule 424(b) on January 17, 2002 under Registration
                  No. 333-64224).











                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: January 18,  2002               ADELPHIA COMMUNICATIONS CORPORATION
                                                  (Registrant)

                                      By:   /s/ Timothy J. Rigas
                                      ----------------------------------------
                                            Timothy J. Rigas
                                            Executive Vice President, Treasurer
                                            and Chief Financial Officer







                                  EXHIBIT INDEX


Exhibit No.                            Description


99.01             Press Release dated January 16, 2002 (Filed Herewith).

99.02             Risk Factors (Incorporated herein by reference to, and
                  contained in, pages S-6 through S-15 of the prospectus
                  supplement dated January 15, 2002 for the Registrant's Class A
                  Common Stock which was filed pursuant to Rule 424(b) on
                  January 17, 2002 under Registration No. 333-64224).

99.03             Risk Factors (Incorporated herein by reference to, and
                  contained in, pages S-7 through S-17 of the prospectus
                  supplement dated January 15, 2002 for the Registrant's 7.5%
                  Series F Mandatory Convertible Preferred Stock which was filed
                  pursuant to Rule 424(b) on January 17, 2002 under Registration
                  No. 333-64224).

EX-99

                                                                   Exhibit 99.01


                                  PRESS RELEASE

FOR RELEASE: IMMEDIATE

CONTACTS:
Karen Chrosniak, Director of Investor Relations
Dean Marshall, Director of Finance, or
Jim Brown, Vice President, Finance
(877) 496-6704


    ADELPHIA COMMUNICATIONS ANNOUNCES COMMON STOCK AND MANDATORY CONVERTIBLE
                           PREFERRED STOCK OFFERINGS


Coudersport, PA, January 16, 2002 -- Adelphia Communications Corporation
(NASDAQ: ADLAC) announced today that it has sold 40,000,000 newly issued shares
of Class A Common Stock, exclusive of an overallotment option, at a price to the
public of $25.50 per share. In addition, Adelphia announced it has sold
$500,000,000 of a new issue of 7-1/2% Series F Mandatory Convertible Preferred
Stock (DECSSM ), exclusive of an overallotment option. Proceeds of approximately
$1,493,000,000 from these offerings will be used to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes. Closing of
these sales of common and preferred stock is expected to occur on January 22,
2002. Salomon Smith Barney is serving as sole book runner and lead manager for
these offerings.

The DECSSM are convertible into Class A Common Stock of Adelphia at any time
after the issue date and prior to February 1, 2005, at a conversion price of
$29.99 per share of Class A Common Stock.

 Adelphia Communications Corporation, with headquarters in Coudersport,
Pennsylvania, is the sixth largest cable television company in the country.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the DECSSM or the Class A Common
Stock in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state. Prospectuses may be obtained from Salomon Smith Barney, 388 Greenwich
Street, New York, New York 10013.

** DECSSM are a service mark of Salomon Smith Barney Inc.