ADELPHIA COMMUNICATIONS CORP
8-K, 1998-11-18
CABLE & OTHER PAY TELEVISION SERVICES
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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) November 09, 1998


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




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



                Main at Water Street - Coudersport, PA 16915-1141 
               (Address of principal executive offices) (Zip Code)



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


<PAGE>



Item 5.  Other Events

         The Registrant recently announced that it has sold $150,000,000
aggregate principal amount of 8-3/8% Senior Notes due 2008 to institutional
investors in reliance on Rule 144A. The 8-3/8% Senior Notes due 2008 will be
noncallable, and will have other non-interest terms that will be similar to
those of Adelphia's existing publicly held senior debt. The transaction is
expected to close on November 12, 1998.

The press release, for the above mentioned transaction, is filed herewith as
Exhibit 99.01 under Item 7.

Item 7.  Financial Statements and Exhibits

Exhibit No.                 Description

99.01                       Press Release dated November 09, 1998.




                                    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 17, 1998             ADELPHIA COMMUNICATIONS CORPORATION

                                            (Registrant)

                                    By:   /s/ Timothy J. Rigas              
                                    ---------------------------
                                              Timothy J. Rigas
                                    Executive Vice President, Treasurer
                                    and Chief Financial Officer
















                                  EXHIBIT INDEX



Exhibit No.                 Description

99.01                       Press Release dated November 17, 1998.

<PAGE>








                                                              Exhibit 99.01


                  Adelphia Announces Private Placement of Debt

    COUDERSPORT, Pa., November 9, 1998 -- Adelphia Communications Corporation
(Nasdaq: ADLAC) announced that it has sold $150,000,000 aggregate principal
amount of 8-3/8% Senior Notes due 2008 to institutional investors in reliance on
Rule 144A. The 8-3/8% Senior Notes due 2008 will be noncallable, and will have
other non-interest terms that will be similar to those of Adelphia's existing
publicly held senior debt. The transaction is expected to close on November 12,
1998.
    Adelphia intends to use the net proceeds from the sale of the 8-3/8% Senior
Notes due 2008 to repay existing indebtedness of subsidiaries.
    The 8-3/8% Senior Notes due 2008 have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of any securities referred to herein
in any state in which such offer, solicitation or sale would be unlawful.
    Adelphia Communications Corporation is the seventh largest cable television
operator in the United States and currently owns or manages cable television
systems serving over 2 million subscribers in 12 states.

CONTACT:  Timothy J. Rigas, Executive Vice President of Adelphia Communications
           Corporation, 814-274-9830










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