SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 8-K/A



                                 Amendment No. 4
                                 Current Report


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



          Date of Report (date of earliest event reported) June 9, 2002



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



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

               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






     This Form 8-K/A amends and restates Item 4 of Amendment 3 to the Adelphia
Communications Corporation (the "Company") Form 8-K/A, filed with the Securities
and Exchange Commission (the "Commission") on August 13, 2002 ("Amendment No.
3"), in order to disclose the response of Deloitte & Touche LLP ("Deloitte") to
Amendment No. 3.

Item 4

     On June 9, 2002, the Company dismissed Deloitte, its former independent
accountants. On June 13, 2002, the Company retained PricewaterhouseCoopers LLP
("PwC") as its new independent accountant. The Board of Directors of the Company
and the Audit Committee of the Board of Directors of the Company (the "Audit
Committee") approved the decision to change independent accountants.

     The Company has not yet completed its financial statements or filed its
Annual Report on Form 10-K for the year ended December 31, 2001, nor has the
Company filed its Quarterly Report on Form 10-Q for the quarter ended March 31,
2002. As of the date on which Deloitte was dismissed as the Company's
independent public accountants, Deloitte had not completed its audit nor had it
issued its report with respect to the Company's financial statements for the
year ended December 31, 2001.

     The report of Deloitte on the financial statements of the Company for the
years ended December 31, 2000 and December 31, 1999 contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. During the years ended December 31, 2001
and December 31, 2000, and through the date of this Form 8-K, there were no
disagreements with Deloitte on any matter of accounting principles or practices,
financial statement disclosure or audit scope or procedure that, if not resolved
to the satisfaction of Deloitte, would have caused it to make reference to the
subject matter of such disagreement in its reports on the financial statements.

     The events described under the heading "Reportable Events" below are
Reportable Events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Deloitte advised the Company in its Letter regarding change in certifying
accountant filed as Exhibit 16.1 to the Company's Form 8-K filed with the
Commission on July 1, 2002 (the "Exhibit 16.1 Letter") that (i) the following
"Reportable Events" caused Deloitte to believe that the scope of its audit
needed to be significantly expanded and (ii) such events, if investigated
further, may (a) materially impact the fairness or reliability of Deloitte's
previously issued audit reports or the underlying financial statements or (b)
lead Deloitte to no longer be able to rely on management. At the time of
Deloitte's dismissal, the composition of Company's Board of Directors, Audit
Committee, and management had changed from the composition at the time the
matters discussed below under the heading "Reportable Events" occurred.

     The Audit Committee discussed the Reportable Events referred to below with
Deloitte and the Company authorized Deloitte to respond fully to inquiries of
PwC concerning the Reportable Events.






     In March 2002, the Company's Board of Directors appointed a Special
Committee of Independent Directors (the "Special Committee") whose charter was
later expanded to include authority to review business relationships between the
Company and affiliates of the Rigas family. The Special Committee is
investigating, among other things, transactions between the Company and its
subsidiaries on the one hand, and the Rigas family and their affiliates on the
other hand, including the facts underlying the "Reportable Events" described
below. The Special Committee's investigation is proceeding, and information
developed by the Special Committee has formed part of the basis of: (1) a
criminal indictment of five former members of management, (2) a civil suit by
the Commission, (3) the Company's civil suit against, among others, the former
controlling family of the Company, and (4) action taken against certain
employees, including dismissal, mandatory leave, and job reassignment. The
Company anticipates that the internal investigation by the Special Committee may
continue to disclose improper action by prior management and others that may
require further changes to or supplements of previously filed financial
statements. In addition, the Reportable Events described below and in the
Exhibit 16.1 Letter arose out of events that occurred during prior management's
tenure.

Reportable Events
- -----------------

     As part of its review the Special Committee identified accounting and
disclosure issues, some of which raised questions about whether the Company's
management had engaged in improper activities. On May 14, 2002, Deloitte advised
the Company that it had suspended its audit of the financial statements of the
Company for the year ended December 31, 2001 and provided the Company with a
list of issues that, according to Deloitte, needed to be resolved before the
issuance of the Company's Annual Report on Form 10-K. Included in this list were
circumstances that raised questions about whether employees of the Company had
falsified accounting records and/or engaged in other conduct in violation of
law. On May 15, 2002, the Board of Directors authorized a formal investigation
by counsel to the Special Committee into the nature and propriety of
transactions between the Company and affiliates of the Rigas family, the
integrity of the Company's books and records, the accuracy and completeness of
the Company's financial accounting, the Company's compliance with its
obligations under credit agreements and other debt instruments, and any other
matters related to the Company that the Special Committee decides should be
investigated. On June 9, 2002, following the transmission of (and without
acknowledging receipt of) the Company's letter dismissing Deloitte, the Company
received a letter from Deloitte in which Deloitte stated that it was still not
prepared to resume its audit. In that letter Deloitte noted that the Company
continued to employ executives who might have been involved in inappropriate
conduct related to the Company's financial reporting and stated: "To the extent
that any of those persons have been involved in illegal activities, there is no
way that we would be willing to rely on their representations, and indeed the
mere fact that they remain in their positions raises additional concerns." In a
letter dated June 13, 2002 to Deloitte, the Company responded by noting that
since May 25 the Company's accounting and finance staff have been headed by
Christopher Dunstan, Chief Financial Officer and Treasurer, and Steven B.
Teuscher, Chief Accounting Officer. In addition, the Company has retained
Conway, Delgenio, Gries & Co. LLC ("Conway Del Genio") for restructuring advice.
Neither Messrs. Dunstan or Teuscher, nor Conway Del Genio, had any connection
with the Company during the time that the potentially improper activities may
have occurred. The


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members of the Company's accounting, finance and bank and investor relations
staff referred to in Deloitte's letter, who may have known about or been
directly implicated in inappropriate conduct, have been discharged, placed on
leave, or have been transferred to other duties pending completion of the
investigation being conducted by counsel to the Special Committee. In the
letter, the Company noted that: "The management representations required in
connection with the audit of the Company's financial statements will be provided
by officers who had no involvement in prior management's improper activities and
who will be adequately informed about the issues relating to the company's
financial statements by the findings of the Special Committee counsel."

     Co- Borrowing Agreements
     ------------------------

     As reported in the Company's Form 8-K filed with the Commission on May 24,
2002, various subsidiaries of the Company have entered into co-borrowing
facilities with certain entities owned by the Rigas family and managed by the
Company (the "Rigas Entities"). Historically, Deloitte had issued an unqualified
audit opinion with respect to Adelphia financial statements that only reported
the borrowings attributable to Adelphia and its subsidiaries under such
co-borrowing agreements on such financial statements, and provided footnote
disclosure as to the total amount of borrowings permitted under such facilities
without disclosing the amount of such borrowings attributable to the Rigas
Entities then outstanding and without stating that the outstanding borrowings
attributable to the Rigas Entities were not included in the borrowings reflected
as indebtedness on the Company financial statements.

     On May 9, 2002, Deloitte met with Timothy Rigas, former Chief Financial
Officer, James Brown, former Vice President of Finance, (both of whom have been
arrested and named as defendants in a criminal action by the United States
Attorney's Office and a civil action brought by the Commission), counsel for the
Company and counsel for Timothy Rigas to prepare for a May 10, 2002 meeting with
the Commission to discuss the Company's tentative conclusions regarding the
accounting treatment for the Company's co-borrowing agreements. At the May 9
meeting, Deloitte took the position that all debt under the co-borrowing
agreements, except the amounts directly used by the Rigas Entities for
acquisitions and operating expenses, should be recorded as debt on the Company's
consolidated financial statements. Deloitte supported the position that the
Rigas Entities are the primary obligors for those amounts directly used in their
business, and therefore, this debt need not be recorded by the Company. This
position was presented by prior management and Deloitte at the meeting with the
Commission on May 10, 2002.

     At the May 10, 2002 meeting, the Commission requested that Deloitte and the
Company provide the Commission with copies of two letters from the Company's
outside counsel at that time, Buchanan Ingersoll, which contained a legal
analysis that Deloitte relied upon in reaching its position concerning the
amount of the co-borrowings to carry on the Company's balance sheet. Immediately
following the May 10, 2002 meeting with the Commission, Deloitte urged the
Company to provide the Commission with both the first and the second Buchanan
Ingersoll letter. Timothy Rigas and his counsel were initially opposed to
providing the Commission with the second Buchanan Ingersoll letter; however, the
Company subsequently authorized Deloitte to provide the letter to the
Commission.


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     Subsequent to the May 10, 2002 meeting with the Commission and based on the
input and discussion with the Commission, the Company changed its preliminary
conclusion concerning the accounting treatment of the co-borrowing agreements.
Through the date of Deloitte's dismissal, Deloitte and the Company were in
continued discussions over what portion, if not all, of the borrowings under the
co-borrowing agreements attributable to the Rigas Entities under the
co-borrowing agreements should be reported on the Company's consolidated
financial statements. This issue had not been resolved at the time of Deloitte's
dismissal, and if Deloitte had not been dismissed and the issue had remained
unresolved it would have constituted a "disagreement" within the meaning of
Section 303(a)(1)(iv) of Regulation S-K.

     The Company announced on May 23, 2002 that it has tentatively concluded
that it would increase to approximately $2.6 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 by the Rigas Entities
under the co-borrowing arrangements for which subsidiaries of the Company are
jointly and severally liable. The Company and PwC are continuing to evaluate
this position.

     Digital Cable Converter Boxes
     -----------------------------

     A post-closing journal entry was made by the Company, effective as of
December 31, 2001, to record approximately $102 million in digital cable
converter boxes as an asset on the books of a Rigas Entity that was party to one
of the co-borrowing agreements but that was not a subsidiary of the Company. In
a related transaction, $102 million in borrowings under a co-borrowing agreement
were removed from the Company's books and recorded on the books of another Rigas
Entity. On April 29, 2002, Deloitte advised the Audit Committee of its concerns
regarding the transactions including, prior management's initial inability to
explain the basis for the transactions and the inability of prior management to
provide proper evidence for such transactions. Deloitte was also concerned with
the following: (i) the cable converter boxes had originally been transferred by
the Company in October 2001 to a Rigas Entity that did not engage in cable
operations, (ii) the debt assumed was recorded on the books of a different
entity than the one on whose books the cable converter boxes were recorded,
(iii) the quantity of cable converter boxes was substantially in excess of the
quantities that could be used by the Rigas Entity and (iv) the transfer of the
cable converter boxes to a Rigas Entity had the effect of reducing the capital
expenditures of the Company without a readily apparent justification. The Audit
Committee immediately conducted an investigation, and during interviews with
prior management (including persons who have subsequently been arrested and
named as defendants in criminal and civil actions brought by the United States),
was given information, the accuracy of which is in question due to recent events
and the Special Committee's investigation, indicating that there was a business
purpose for the transactions. However, as a result of the Audit Committee's
investigation, the Audit Committee concluded that the accounting for the
transaction was improper and the entries should be reversed so that the $102
million in cable converter boxes and the related indebtedness under the
co-borrowing agreement would be recorded on the financial statements of the
Company.

     Debt Compliance Issues including Required Financial Statements
     --------------------------------------------------------------

     UCA/HHC Waiver: The Company was required to provide audited financials to
the lenders under its UCA/HHC co-borrowing agreement by April 30, 2002. As of
April 27, 2002,


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Deloitte had indicated that it did not yet have the necessary information to
enable them to issue their report on the combined financial statements of the
borrowing group but that it would endeavor to make the April 30, 2002 deadline.
The Company sought a waiver from the lenders of the requirement to deliver
audited financials by April 30. The Company did not advise Deloitte that it was
seeking a waiver or of the status of its efforts to obtain such a waiver as they
wanted Deloitte to continue working towards issuing its report on the combined
financial statements of the borrowing group to be issued prior to the date, May
1, that would trigger a default under the agreement. The Company received the
waiver on the afternoon of April 30, 2002. The Company then prepared a press
release announcing, among other events, the waiver. A draft of this release was
discussed via conference call with outside Company counsel into the evening of
April 30, 2002 and the early morning hours of May 1, 2002. The Company and its
outside counsel discussed the necessity of clearing the press release with
Deloitte before being issued to the public. The draft press release announcing
the waiver was sent to Deloitte after it had been approved by the Company and
its outside counsel early in the morning hours of May 1, prior to the time the
press release was issued.

     Certification and Calculation Issues: In the Exhibit 16.1 Letter Deloitte
advised the Audit Committee to investigate certain matters in connection with
debt compliance calculations and certifications required by the Company's and
certain of the Company's subsidiaries' compliance with their respective public
indenture and other credit agreements including: (i) certifications of debt
compliance prepared by the Company and sent to the respective trustees that were
not supported by underlying calculations, (ii) certifications of debt compliance
sent to the respective trustees that did not contain the appropriate number of
signatories or were signed by an unauthorized person and (iii) a $275 million
intercompany dividend that was recorded through a journal entry made by the
Company on May 6, 2002, that had been backdated to give retroactive effect to
the transaction as if it had occurred in February 2002. The Special Committee is
continuing to investigate these matters and the Company is working with new
management and PwC to properly account for these matters.

     At the close of business on Thursday, June 13, 2002, the Company faxed a
draft of the disclosures made under Item 4 to the Company's Form 8-K filed with
the Commission on June 28, 2002 to Deloitte, which advised the Company that it
would not provide comments on such draft, but rather would respond to the
Company filing by transmitting to the Company a letter addressed to the
Commission pursuant to Item 304(a)(3) of Regulation S-K. A copy of such letter
is filed as Exhibit 16.1 to the Company's form 8-K filed on July 1, 2002. On
Thursday, August 8, 2002, the Company faxed a draft of Amendment No. 3, which
includes the changes made to Item 4 since July 1, 2002 to Deloitte. On Friday,
August 16, 2002, Deloitte informed the Company that it had read Amendment No. 3
and it believes that there continue to be inaccuracies and omissions in this
Form 8-K/A, which it believes are evident from a review of the Exhibit 16.1
Letter. Deloitte did not provide any further comments to Amendment No. 3.

     The Company believes that Deloitte's refusal to resume its audit was
unreasonable. In light of that unreasonable refusal, the Company determined that
it was not appropriate to share with Deloitte any additional information,
including the information Deloitte claims was withheld.

Cautionary Statement Regarding Financial and Operating Data


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     As previously reported, as a result of actions taken by the former
management of the Company: (a) the Company has not yet completed its financial
statements as of or for the year ended December 31, 2001, or received its
independent auditors' report thereon or filed with the Commission its Form 10-K
for the year ended December 31, 2001; (b) the Company has not yet completed its
financial statements as of and for the three months ended March 31, 2002, or
filed with the Commission its Form 10-Q for the quarter ended March 31, 2002;
and (c) the Company expects to restate its financial statements for the years
ended December 31, 1999 and 2000, and its interim financial statements for 2001
and possibly other periods. Current management took control in May 2002 and has
retained new independent auditors and begun the preparation of new financial
statements for the periods in question; however, the Company does not believe
that it will have completed the preparation of the foregoing financial
information prior to the conclusion of the third quarter. In addition, current
management believes that the public information provided by prior management on
other matters of interest to investors, such as the Company's rebuild percentage
(the percentage of the Company's cable television systems that the Company
believes have been upgraded to current standards), was unreliable. As a result,
the Company anticipates that it may have to supplement the financial and other
information contained in this Form 8-K and that such supplemental information
may be material.

Cautionary Statement Regarding Forward Looking Statements

     This document includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements regarding Adelphia Communications Corporation and its
subsidiaries' (collectively, the "Company's") expected future financial
position, results of operations, cash flows, restructuring and financing plans,
business strategy, budgets, projected costs, capital expenditures, competitive
positions, growth opportunities, plans and objectives of management for future
operations and statements that include words such as "anticipate," "if,"
"believe," "plan," "estimate," "expect," "intend," "may," "could," "should,"
"will," and other similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and readers must recognize
that actual results may differ from the Company's expectations. The Company does
not undertake a duty to update such forward-looking statements.

     Actual future results and trends for the Company may differ materially
depending on a variety of factors discussed in the Company's filings with the
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. Factors that may affect the plans or results of the Company
include, without limitation: (a) the Company's filing of a petition for relief
under Chapter 11 of the United States Bankruptcy Code; (b) the results of
litigation against the Company including the recently filed civil complaint by
the Commission and the potential for a criminal indictment of the Company; (c)
the lack of substantial cable industry experience among certain members of the
Company's senior management; (d) the effects of government regulations and the
actions of local cable franchise authorities; (e) the availability of
debtor-in-possession financing and surety bonds to support the Company's
operations; (f) the results of the Company's internal investigation and the
matters described above under "Cautionary Statement Regarding Financial and
Operating


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Data"; (g) actions of the Company's competitors; (h) the pricing and
availability of equipment, materials, inventories and programming; (i) product
acceptance and customer spending patterns; (j) the Company's ability to execute
on its business plans, to provide uninterrupted service to its customers and to
conduct, expand and upgrades its networks; (k) technological developments; (l)
matters relating to or in connection with the recent bankruptcy filing and
proceedings of Adelphia Business Solutions, Inc.; (m) changes in general
economic conditions and/or economic conditions in the markets in which the
Company may, from time to time, compete; (n) the movement of interest rates and
the resulting impact on the Company's interest obligations with respect to its
pre-petition bank debt; and (o) the delisting of Adelphia Communication
Corporation's common stock by Nasdaq. Many of such factors are beyond the
control of the Company and its management.

Item 7(c). Exhibits

16.1      Letter regarding change in certifying accountant. Previously filed.


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                                    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 hereunto duly authorized.

Date:  August 20, 2002                  ADELPHIA COMMUNICATIONS
                                        CORPORATION (Registrant)

                                        By: /s/ Christopher T. Dunstan
                                            ------------------------------
                                            Christopher T. Dunstan
                                            Chief Financial Officer


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