UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
July 15, 1998
(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 NO LONGER APPLICABLE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).
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 988,900
Shares Bene-
ficially (8) Shared Voting Power
owned by -0-
Each Report-
ing Person (9) Sole Dispositive Power
With 988,900
(10) Shared Dispositive Power
-0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 988,900
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.9%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Kaplan beneficially owns 988,900 Shares, and the
total cost is $6,826,000. The source of funds for the purchase of
all such Shares was personal funds.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10K for the fiscal year ended March 31, 1998 filed with the
Securities & Exchange Commission, there were issued and outstanding
at June 24, 1998 20,043,528 Shares of Common Stock. Mr. Kaplan
owns 988,900 Shares or 4.9% of those outstanding.
The following table details the transactions by Mr.
Kaplan in shares of Common Stock within the 60 day period prior to
this filing. All such transactions were open market sale
transactions.
Date of Amount of Price Per
Transaction Shares Share
06/24/98 15,000 $33.10
06/30/99 5,000 36.35
07/01/98 9,000 38.03
07/02/98 5,000 39.40
07/07/98 4,000 39.75
07/10/98 2,000 40.25
07/13/98 2,000 40.50
07/15/98 8,000 41.25
07/15/98 13,000 42.90
07/20/98 5,000 42.00
Mr. Kaplan ceased being the beneficial owner of more than five
percent of the number of Shares outstanding on July 15, 1998.
<PAGE>
Item 10. Certification.
Inasmuch as the reporting person is no longer the beneficial
owner of more than five percent of the number of Shares
outstanding, the reporting person has no further reporting
obligation under Section 13(d) of the Act, and the reporting person
has no obligation to amend this Statement if any material change
occurs in the facts set forth herein.
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: July 22, 1998
/s/ Myron M. Kaplan
MYRON M. KAPLAN
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
