ADELPHIA COMMUNICATIONS CORP
8-K/A, 1994-11-16
CABLE & OTHER PAY TELEVISION SERVICES
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               SECURITIES AND EXCHANGE COMMISSION
 
                   Washington, D.C. 20549


                          FORM 8-K/A

                        Amendment No. 1

                         Current Report

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


Date of Report (date of earliest event reported) November 2,
1994


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

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

5 West Third Street - P.O. Box 472, Coudersport, PA          16915
(Address of principal executive offices)                  (ZIP Code)


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



























Item 5.   Other Events.

     On November 2, 1994, Adelphia Communications Corporation (the
"Company") announced that it has signed definitive agreements for the
purchase of several cable systems.  The Company issued a press release,
dated November 2, 1994, a copy of which is attached hereto as Exhibit 99.01
and is incorporated by reference herein.















































Item 7.   Financial Statements and Exhibits.

     (c) The following exhibit is filed as part of this report on Form 8-K,

           Exhibit 99.01   Press Release by Adelphia Communications          
                           Corporation dated November 2, 1994.  
























































                           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:   November 9, 1994                 ADELPHIA COMMUNICATIONS CORPORATION
                                         (Registrant)


                                          /s/ Timothy J. Rigas
                                          Timothy J. Rigas
                                          Senior Vice President




















































                         Exhibit Index



Exhibit No.        Description

Exhibit 99.01      Press Release by Adelphia Communications Corporation      
                   dated November 2, 1994.






































































































                         Exhibit 99.1





              ADELPHIA SIGNS PURCHASE AGREEMENTS

     COUDERSPORT, Pa., Nov. 2 /PRNewswire/ -- Adelphia
Communications Corporation (Nasdaq-NMS:  ADLAC) ("Adelphia")
announced the signing of definitive agreements for the purchase
of all of the cable systems of  WB Cable Associates, Ltd.  ("WB
Cable"), Clear Channels Cable  TV Co.  ("Clear Channels")  and
the Benjamin Terry family (the "Terry Family"), which together
serve a total of 69,200 subscribers for an aggregate purchase
price of $106.3 million in cash and $16 million of Adelphia
Class A Common Stock.
     WB Cable Currently provides cable service from one headend
and security monitoring services from one location in West
Boca, Florida.  Adelphia currently owns or manages systems
serving approximately 300,000 cable subscribers in southeast
Florida.  The Terry Family cable system are located in and
around Henderson, North Carolina and the Clear Channels cable
systems are located in and around Kittanning, Pennsylvania.  At
the closing of the acquisitions, Adelphia expects pro forma
operating cash flow from the systems to be approximately $15
million.
     At June 30, 1994, Adelphia owned or managed systems
serving approximately 1,370,000 cable subscribers in 12 states.
     -0-
     /CONTACT:  Timothy J. Rigas, Senior Vice President of
Adelphia,
814-274-9830/
     (ADLAC)


















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