Exhibit 99.02

         ADELPHIA'S SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS SAYS
          RIGAS FAMILY HAS RELINQUISHED FOUR BOARD SEATS AND ALL
                        REMAINING OFFICER POSITIONS

                FAMILY AGREES TO TRANSFER ASSETS TO COMPANY

 COMPANY ALSO ANNOUNCES EXPECTED INCREASE IN PREVIOUSLY REPORTED INDEBTEDNESS
                      DUE TO CO-BORROWING ARRANGEMENTS

          ADELPHIA OUTLINES STATUS OF LIQUIDITY AND CREDIT MATTERS

COUDERSPORT, Pa., May 23, 2002 - The Special Committee of independent
directors of Adelphia Communications Corporation (Nasdaq: ADLAE) announced
today that the Rigas family, who founded Adelphia, has agreed to relinquish
control of the Company and to transfer to the Company certain assets valued
at more than $1 billion.

As part of the agreement, John Rigas, Timothy Rigas, Michael Rigas and
James Rigas have resigned as directors of the Company. The Board and
Special Committee have also passed resolutions calling upon Peter Venetis,
a son-in-law of John Rigas, to resign his seat on the Board of Directors.
Two non-family directors, to be designated by the Rigas family, will be
added to the Board.

Michael Rigas and James Rigas also resigned as officers of the Company.
Michael Rigas was the Executive Vice President, Operations and Secretary of
Adelphia. James Rigas was the Executive Vice President, Strategic Planning
of Adelphia. Last week John Rigas resigned as President, Chief Executive
Officer and Chairman and Tim Rigas resigned as Executive Vice President,
Chief Financial Officer, Chief Accounting Officer and Treasurer. John
Rigas, who founded the Company in 1952 and has been its long-time Chairman
and CEO, will receive a severance agreement under which he will be paid
$1.4 million per year for three years.

The agreement provides that: the cash flow from cable properties owned by
Rigas family entities will be used to support the family's obligations
under the co-borrowing agreements and Company debt held by the Rigas family
group, amounting to approximately $567 million, will be transferred to the
Company in exchange for satisfaction of the Rigas family obligations under
a $202 million stock purchase agreement and a transfer to the Company of
primary liability for approximately $365 million under the co-borrowing
agreements. Additionally, those cable properties owned by the Rigas family
that the Company chooses to have transferred to the Company will be
transferred to the Company at their appraised value.

Further, all Adelphia stock owned by the Rigas family will be placed in a
voting trust until all obligations of the Rigas family to the Company for
loans, advances, or borrowings under the co-borrowing agreements or
otherwise are satisfied. The voting trust will vote these shares as
directed by the Special Committee through the Company's 2004 annual meeting
and thereafter in proportion to the votes cast by all other shares.

Also under the agreement, common and preferred stock held by the Rigas
family will be pledged to the Company as security for the balance of the
Rigas family's obligations.

Newly appointed Chairman and interim Chief Executive Officer Erland E.
Kailbourne said: "I am very pleased that the Rigas family has agreed to
transfer important assets to the Company. This is an appropriate and useful
step on the part of the Rigas family toward restoring the Company's
credibility with shareholders, lenders and the marketplace as a whole.
Together with the efforts to sell certain Company-owned cable properties,
which Adelphia earlier announced it is pursuing, the transfer back to the
Company of the Convertible Notes held by the Rigas family, the cash flow
with the option to transfer the assets will help us to reduce the Company's
debt, increase its EBITDA and improve its balance sheet. The Special
Committee of independent directors is committed to both preserving and
building on the solid value and many fundamental strengths of this Company.
The agreement with the Rigas family will further the realization of that
objective."

Leslie J. Gelber, Chairman of the Special Committee of the Board of
Directors, added: "Although the Special Committee has a number of issues
with the Rigas family, we appreciate the family's willingness to take this
important step at this time toward the Company's recovery."

EXPECTED INCREASE IN PREVIOUSLY REPORTED INDEBTEDNESS

"Our Special Committee of independent directors," Mr. Kailbourne added, "is
committed to the full, prompt and candid disclosure of all material
information regarding Adelphia's financial situation. The only way to
restore confidence in the Company is to have a complete review of all
questions that have been raised and to make a full and candid disclosure of
any problem the Committee may find to exist."

The Company also announced that as a result of discussions with the
Securities and Exchange Commission, the Company has tentatively concluded
that it should increase to approximately $2.5 billion the amount of
indebtedness to be included in its consolidated financial statements, as of
December 31, 2001, to reflect the full amount of principal borrowings and
interest expense by entities affiliated with the Rigas family under certain
co-borrowing arrangements for which the Company is jointly and severally
liable. This higher amount now includes co-borrowing debt associated with
Rigas family entities that are valued at approximately $1 billion.

Based on information currently available, the Company believes that at
April 30, 2002, the total amount of co-borrowings by entities affiliated
with the Rigas family for which Adelphia is jointly and severally liable
was approximately $3.1 billion.

Adelphia had previously announced that it had tentatively concluded that
the amount of such indebtedness to be included in its consolidated
financial statements as of December 31, 2001, to reflect these borrowings
was approximately $1.6 billion with a corresponding decrease in
shareholders' equity. The proper accounting treatment for the increased
indebtedness to be included in the Company's financial statements as of
December 31, 2001 and at April 30, 2002 has not yet been determined.

ADELPHIA OUTLINES STATUS OF LIQUIDITY AND CREDIT MATTERS

As previously announced, on May 15, 2002, Adelphia and its subsidiaries
failed to make interest payments totaling approximately $38.3 million on
outstanding debt securities and an approximately $6.5 million dividend
payment on a series of preferred shares. The failure to make these interest
payments will, unless cured, give rise to an event of default under the
relevant public indentures and a cross-default under the indentures
governing other public debt securities of Adelphia. In addition, various
lenders under credit facilities of Adelphia's subsidiaries have given
notices of default relating to failure to deliver financial statements and
comply with information delivery and other requirements.

Adelphia is determining whether it is in compliance with the debt
incurrence tests contained in its public indentures. In addition, Adelphia
believes that it is not in compliance with certain other covenants
contained in its public indentures, in particular, restrictions on the
Company's ability to enter into transactions with affiliates without
obtaining the requisite approval of the independent members of the Board of
Directors. The Special Committee of the independent directors, together
with the Committee's outside advisors, including forensic accountants, is
currently investigating these and other matters.

Adelphia has initiated a dialogue with the agent banks under the existing
credit facilities of its subsidiaries. The Company is also in the early
stages of discussions with the objective of obtaining additional capital in
the near term while continuing its previously announced initiative to sell
selected assets. There can be no assurances as to the outcome or timing of
these efforts.

As previously announced, trading in Adelphia's shares on the Nasdaq
National Market (Nasdaq) has been suspended since May 14, 2002 and on May
16, 2002, Nasdaq conducted a hearing regarding the possible delisting of
the Company's shares from the Nasdaq. Adelphia expects to receive an
indication from Nasdaq in the near future regarding the Company's listing
status.

If Adelphia's shares cease to be quoted on the Nasdaq National Market and
are not listed on a national securities exchange, the Company would be
required to make an offer to purchase all of its outstanding 6% Convertible
Subordinated Notes due February 15, 2006 and its 3.25% Convertible
Subordinated Notes due May 1, 2021. The purchase price for the notes would
be equal to 100% of their principal amount plus accrued and unpaid
interest. The Company would be required to purchase such notes at the end
of the offer period.

Excluding amounts held by the Rigas family, as of March 31, 2002, the total
outstanding principal amount of the 6% Convertible Subordinated Notes was
$862,500,000 and the total outstanding principal amount of 3.25%
Convertible Subordinated Notes was $575,000,000.

Entities controlled by the Rigas family own $167,376,000 in principal
amount of a separate class of 6% Convertible Subordinated Notes and
$400,000,000 in principal amount of a separate class of 3.25% Convertible
Subordinated Notes. These Convertible Notes will immediately be transferred
by the Rigas Family to the Company, reducing the Company's balance sheet
debt by $567,376,000.

The terms of the notes held by entities controlled by the Rigas family are
substantially identical to the terms of the comparable notes held by other
parties.

The Company also intends to file a Form 8-K with the Securities and
Exchange Commission today or tomorrow, disclosing certain related-party
transactions.

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

Certain statements in this press release are forward-looking statements
that are subject to material risks and uncertainties. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties, and that
actual results or developments may differ materially from those expressed
or implied in the forward-looking statements as a result of various factors
which are discussed in the Company's filings with the Securities and
Exchange Commission. These risks and uncertainties include, but are not
limited to, uncertainties relating to general economic and business
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
and customer spending patterns, the Company's ability to execute on its
business plans and to construct, expand and upgrade its networks, risks
associated with reliance on the performance and financial condition of
vendors and customers, technological developments, changes in the
competitive environment in which the Company operates, and matters relating
to or in connection with the recent bankruptcy filings and proceedings of
Adelphia Business Solutions, Inc. These risks and uncertainties also
include matters arising out of the Company's delay in filing with the
Securities and Exchange Commission its Form 10-K for the year ended
December 31, 2001, liquidity short falls arising out of defaults under loan
agreements and indentures, the possible delisting of the Company's common
stock by Nasdaq, pending derivative and class action lawsuits, and matters
arising out of the pending internal investigation by the Special Committee
of the Board of Directors of the Company. Additional information regarding
risks, uncertainties and other factors that may affect the business and
financial results of Adelphia can be found in the Company's filings with
the Securities and Exchange Commission, including its recently filed
Current Reports on Form 8-K, the most recently filed Quarterly Report on
Form 10-Q, the Form 10-K for the year ended December 31, 2000, and the most
recent prospectus supplement filed under Registration Statement No.
333-64224, under the section entitled "Risk Factors" contained therein. The
Company does not undertake to update any forward-looking statements in this
press release or with respect to matters described herein.


CONTACT:  Karen Chrosniak, Director of Investor Relations, 1-877-496-6704