FRONTIERVISION HOLDINGS CAPITAL CORP
8-K, 1999-02-26
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                       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): February 22, 1999


                          FrontierVision Holdings, L.P.
                   FrontierVision Holdings Capital Corporation
           (Exact names of Registrants as specified in their charters)



             Delaware                  333-36519                  84-1432334
            Delaware                  333-36519-01                84-1432976
 (States or other jurisdiction      (Commission File Nos.)   (IRS Employer 
of incorporation or organization)                        Identification Numbers)

    1777 South Harrison Street,
    Suite P-200, Denver, Colorado                              80210
(Address of principal executive offices)                     (Zip Code)

                                (303) 757-1588
              (Registrants' telephone number, including area code)



<PAGE>


Item 5.  Other Events

On Monday, February 22, 1999, Adelphia Communications  Corporation  ("Adelphia")
(NASDAQ:  ADLAC),  announced  that it entered  into a  definitive  agreement  to
acquire   FrontierVision   Partners,   L.P.  ("FVP").  FVP  owns,  directly  and
indirectly,  all of the partnership interests of FrontierVision  Holdings,  L.P.
and FVP owns,  indirectly,  all of the common stock of  FronteirVision  Holdings
Capital  Corporation and  FrontierVision  Holdings II Capital  Corporation.  The
transaction is subject to customary closing conditions.

Additional  details  regarding the agreement may be found in the Adelphia  press
release  dated  February  22, 1999 or in  Adelphia's  report on Form 8-K,  filed
February 23, 1999.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  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.

                          FRONTIERVISION HOLDINGS, L.P.

                    By:      FrontierVision Partners, L.P., its general partner,
                    By:      FVP GP, L.P., its general partner
                             By:      FrontierVision Inc., its general partner
Dated: February 26, 1999     By:      /s/ ALBERT D. FOSBENNER
                                      -----------------------
                                      Albert D. Fosbenner
                                      Vice President and Treasurer




                           FRONTIERVISION HOLDINGS CAPITAL CORP.


Dated: February 26, 1999   By:      /s/ ALBERT D. FOSBENNER
                                    -----------------------
                                    Albert D. Fosbenner
                                    Vice President and Treasurer






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