UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ADELPHIA COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
006848105
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 21, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.) NO LONGER APPLICABLE
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 006848105
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
MYRON M. KAPLAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
PF
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 877,500
Shares Bene-
ficially (8) Shared Voting Power
owned by -0-
Each Report-
ing Person (9) Sole Dispositive Power
With 877,500
(10) Shared Dispositive Power
-0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 877,500
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.4%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, $.01
par value (the "Common Stock" or the "Shares"), of ADELPHIA
COMMUNICATIONS CORPORATION, a Delaware corporation ("Company"),
which has its principal executive offices at 5 West Third Street,
P.O. Box 4721, Coudersport, PA 16915.
Item 2. Identity and Background.
This statement is being filed by Myron M. Kaplan,
("Kaplan"). Kaplan is a private investor. Kaplan's business
address is at P.O. Box 385, Leonia, NJ 07605.
Kaplan has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has he, during the last five years, been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Kaplan beneficially owns 877,500 Shares, and the total
cost is $6,626,800. The source of funds for the purchase of all
such Shares was personal funds.
Item 4. Purpose of Transaction.
Kaplan has acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, Kaplan from time
to time evaluates holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
Kaplan has no present plans or intentions which would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended December 31, 1996 filed
with the Securities & Exchange Commission, there were issued and
outstanding 16,130,880 Shares of Common Stock. Kaplan owns 877,500
Shares or 5.4% of those outstanding.
The following table details the transactions by Kaplan in
shares of Common Stock within the 60 day period prior to April 21,
1997 and through this filing. All such transactions were open
market purchase transactions.
Date of Amount of Price Per
Transaction Shares Share
02/21/97 2,000 $5 1/2
04/21/97 15,000 5 1/2
04/30/97 2,000 5 5/8
05/01/97 6,700 5 5/8
05/02/97 8,300 5 5/8
05/05/97 4,000 5 5/8
05/06/97 3,500 5 5/8
05/07/97 15,000 5 5/8
05/08/97 5,000 5 1/2
05/12/97 9,000 5 3/4
05/15/97 5,000 5 3/4
05/15/97 5,000 5 7/8
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between Kaplan and any other person with respect to any securities
of the Company, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 16, 1997
/s/ Myron M. Kaplan
MYRON M. KAPLAN
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
