ADELPHIA COMMUNICATIONS CORP
10-C, 1995-04-07
CABLE & OTHER PAY TELEVISION SERVICES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-C

              Report by Issuer of Securities Quoted on NASDAQ
                       Interdealer Quotation System

               Filed pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934 and Rule 13a-17
                           or 15d-17 thereunder

                    Adelphia Communications Corporation

                5 West Third Street, Coudersport, PA  16915

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

                I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

      Indicate any change (increase or decrease) of 5% or more in the
                       number of shares outstanding:

1.   Title of security:  Class A Common Stock, par value $.01 per share

2.   Number of shares outstanding before the change:  13,906,691

3.   Number of shares outstanding after the change: 15,364,009

4.   Effective date of change:  April 3, 1995

5.   Method of change:

     Specify method (such as merger, acquisition, exchange, distribution,
     stock split, reverse split, acquisition of stock for treasury, etc.)

     New issuance.

     Give brief description of transaction: private placement; issuance of
     stock to owner of cable television systems as partial consideration for
     purchase of cable television assets.

                       II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change. . . . . . . . . . . . . . . . . . . 

2.   Name after change . . . . . . . . . . . . . . . . . . . . 

3.   Effective date of charter amendment changing name . . . . 

4.   Date of shareholder approval of change, if required . . . 

     Date: April 6, 1995 

                                   Name:  /s/ Lemoyne T. Zacherl

                                   Title:     Vice President    



                                     



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